Oh my! I forgot the disclaimer! Well, I think it's pretty obvious that I don't own X-Men. Do you honestly think I'd be writing fan fiction if I did?

AN: Big thanks to all my wonderful reviewers. It's because of you that I've decided to continue this fic.

Chapter 1: The Elf and the Toad

Bayville, New York, 2007

It was early evening in the town of Bayville. The last golden rays of sunlight had disappeared. Deep beneath the Xavier estate, Professor Charles Xavier himself sat in a large circular chamber. A helmet rested atop his head. Several wires ran from the helmet to a computer console in front of him. This was the machine known as Cerebro. Xavier used Cerebro to locate mutants anywhere in the world.

"Accessing." Came the cold feminine voice of the computer.

Cerebro began to create a profile of the mutant.

"Profile complete." Came the feminine voice again. "Identification: Kurt Wagner. Current location: Bavaria, Germany. Age: 15. Mutant abilities: teleportation, prehensile tail, enhanced agility."

As the computer listed off Kurt's abilities, a picture of the boy appeared on the screen. He did not look like a normal teenager. His entire body was covered in dark blue fur. He had three fingers on each hand and glowing yellow eyes as well as the afore mentioned prehensile tail. He also had pointed ears giving him the appearance of a demon. Xavier knew he had to see this young man right away. Physical mutations were always the most difficult to deal with. He was about to remove the helmet when the Cerebro alarm sounded a second time. This caught Xavier by surprise. He turned back to the screen and saw that Cerebro was gathering information.

"Profile complete." Sounded the computer voice. "Identification: Todd Tolensky. Current location: Bayville, New York. Age: 14. Mutant abilities: enhanced strength, enhanced agility, prehensile tongue, able to spew a caustic phlegmatic substance."

A picture of the boy appeared on the screen. He was a scrawny teenager with straggly brown hair. His skin had a greenish tinge to it and he looked as though he hadn't properly washed in a long time. Xavier guessed he was another street kid. He felt sorry for the boy. Children belonged in homes with loving families. Not out on the streets alone. He removed the Cerebro helmet and placed it on the console. Then he placed his hands on his temples. Seconds later, Xavier was wheeling out of the Cerebro chamber.

Fifteen minutes later, Xavier wheeled into a large well-decorated office where a small group of people were gathered. Leaning against Xavier's desk was a tall, brown-haired boy of sixteen wearing a pair of red shades. He was Scott Summers AKA Cyclops. He had the ability to shoot deadly concussive blasts from his eyes. Unfortunately, he was not able to control them. Hence the sunglasses. Sitting in a chair next to him was a girl of sixteen with long, fiery red hair. She was Jean Grey AKA Marvel Girl. She was telepathic as well as a telekinetic. Standing near Xavier's desk was a beautiful African woman of thirty with long white hair. She was Ororo Munroe AKA Storm. And like her namesake, Ororo had the ability to control weather. In her home country of Kenya, she was worshipped as a goddess by her tribe. On the opposite side of the room were a tall, blond boy of seventeen. His name was Warren Worthington III AKA Angel. And he certainly resembled one. He had huge white feathered wings that allowed him to fly to great heights. The tall, purple-haired girl next to him was Betsy Braddock AKA Psylocke. She was sixteen and besides Ororo, the only other international students. Betsy was British. Xavier had met her parents whilst attending Oxford. Betsy was a telepath. But recently, she had discovered she could create blades made of psychic energy. Finally, the shorter brown-haired boy sitting by the window was Bobby Drake AKA Iceman. At fourteen, he was the youngest of the group. Bobby had the ability to cool the moisture in the air to a point where it turned to ice. He could also take on an ice form which he had just recently discovered.

"What is going on Charles?" Ororo asked.

Xavier wheeled over to his desk.

"As you all know," he began, "Cerebro has detected two mutant signatures. One is a boy in Germany."

Xavier then pressed a panel on his desk and a television screen popped out of the wall. Displayed on the screen was an image of Kurt. Everyone looked slightly surprised at his appearance.

"As you can see, Kurt has a physical mutation as well as the ability to teleport." Xavier told them. "It's likely that he is very self-conscious of his appearance. Ororo and I will take the Blackbird to meet him."

"What are we supposed to do, Professor?" Scott asked.

"The second mutant is located somewhere in Bayville." Xavier replied. "I'd like all of you to search for him. It's likely this boy is a runaway and may be in some trouble."

A couple hours later, Ororo and Xavier had left leaving the five teenagers to search for another mutant. They were currently gathered in Bayville Park.

"Okay guys, how do you want to do this?" asked Scott.

"I think we'd get more done if we split into teams." Jean suggested.

"She's right." Agreed Warren. "The Professor didn't give us a specific location so some of us will have to look down town."

"Does everyone else agree?" Scott asked.

Everybody nodded.

"Okay. Warren, Betsy, you guys go look down town. The rest of us will check out everywhere else."

Hours later, Warren and Betsy found themselves in an older part of town. There were a few old houses still standing. Though it was not likely anyone lived in them.

"Are you getting anything?" Warren asked.

"Not a bloody thing." Replied Betsy. "I'm getting really tired of walking around."

"We're supposed to meet up with the others in an hour." Warren said.

Suddenly, a stray cat padded up to Betsy.

"Aw, poor kitty." She cooed.

Then she reached down and began stroking the cat.

"Are you crazy?" Warren cried.

"What?" asked Betsy. "It's just a cat."

"It could have rabies or something."

"You worry too much." Betsy said. "Besides, the poor thing is probably starving."

Betsy stopped stroking the cat and stood up.

"So, what exactly are we looking for?" she asked.

"Okay. His name is Todd Tolensky." Began Warren. "He has enhanced strength, agility, a prehensile tongue, and can apparently spit up this sticky substance."

"Wonderful." Betsy said sarcastically. "Now all we have to do is find him."

'Guys.' Came Jean's telepathic call. 'We just spotted him over at the high school. But he took off when he saw us. Meet back at Bayville Park as soon as possible.'

"Well, it's back to Bayville Park we go." Betsy said.

The two teens turned and walked off. As they disappeared, the cat began to shift. Its form seemed to melt away. In its place stood a tall woman with dark blue skin and blood red hair.

"Thank you Miss Braddock." The woman said. "You've just told me everything I needed to know."

She then turned and walked off.

Todd Tolensky was crouched behind a car watching as three teenaged boys emerged from a bar. The one in the led was tall, blond and wearing a football jacket over a white T-shirt and jeans. He was Duncan Matthews. The star quarterback of the Bayville High football team and one of the most popular kids in school. Not to mention the richest. Which was why Todd was staking out the bar. For one thing, he hated Matthews with a burning passion. Spoiled rich brats like him got everything just by sitting on their asses. While some others worked their fingers to the bone and didn't even get minimum wage. Todd's mother was one of those people. She'd worked two jobs just to support the two of them. And when she got sick, the doctors refused to give her treatments. All because she couldn't pay her stupid medical bills. Todd had to watch helplessly as she suffered. One day, she'd gotten up to go to the bathroom when she collapsed and died. A few days after she was buried, social services came and took Todd to a foster home. And for the next two years, Todd would end up living in seventeen foster homes. Eventually, he had enough and ran away. And that was how he found himself alone on the street picking pockets.

Todd could see the wallet sticking out of Duncan's back pocket. It was looking pretty full. Slowly, Todd crept up behind Duncan. He was too busy talking to his muscle-bound cronies. He wouldn't even know what hit him. Todd reached out a hand and snatched the wallet. Clutching it tightly, he hopped back to his place behind the car and opened it up. His eyes widened at the huge wad of cash. He quickly snatched the money and shoved it into the pocket of his jacket. He tossed the wallet into a nearby trash can. As he was about to leave, he heard Duncan yelling.

"Hey man, where's my wallet?"

"Maybe you dropped it." Suggested one of his cronies.

"I don't think so." Said Duncan. "Would've heard it hit the ground."

"There it is!" said the second crony. "What's it doing in the trash can?"

Todd watched as Duncan retrieved his wallet from the trash can. He let out a string of curse words that could make even a sailor blush.

'And that's my cue to leave.' Todd thought.

Todd hopped out from behind the car only to run straight into Duncan.

"Hi there." Said Todd.

"Where's my money you little punk?" Duncan growled.

"Money? What money?" Todd asked putting on his most innocent smile.

It was then that Todd looked down and realized that the money he'd just stolen had fallen through a hole in his pocket.

"Oh, that money." He said. "Uh, well, funny story about that."

Todd was suddenly seized by the front of his jacket and slammed against the car.

"You think I'm stupid, punk?" Duncan snarled.

"You really want me to answer that?" Todd replied.

This earned him a punch to the stomach.

"Look, man," Todd began, "You're like a millionaire. That's pocket change to you. I've got no money. So you can understand—"

Todd's sentence was cut off by a punch to the ribs. Okay, playing the poor homeless kid obviously wasn't working. He had to get out of this situation fast. Those guys looked ready to pound him into the pavement.

"I'll give back the money." Todd said. "All of it."

"We're still gonna pound your ugly little face in." Duncan growled.

"Look man," begged Todd, "I said I'd give back the money."

"I don't care. You stole from me. Nobody steals from me!"

Todd could only watch on in horror as Duncan's beefy buddies began to advance toward him, their hands balled into fists.

'God, if you're listening,' Todd thought, 'You get me out of this and I'll become a priest.'

So far, it didn't look like Todd's prayers were going to be answered. But then something happened. Duncan released Todd and he fell to the ground.

"Principal Darkholme!" Duncan exclaimed. "Uh, it's not what it looks like."

"What does it look like, Mr. Matthews?" came a woman's voice.

Todd looked up to see a tall woman with light brown hair tied in a conservative bun. He picked himself off the ground and ran to her.

"These guys were gonna kill me, yo!" he cried.

"He's lying!" Duncan almost shouted. "This little punk stole my money! We were just trying to scare him a little."

"Liar!" Todd shouted.

"Enough, both of you!" Principal Darkholme ordered. "Mr. Matthews, I suggest you and your friends get out of here before I permanently expel all of you."

"You can't do that!" Duncan protested. "We're not on school property!"

"I can do anything I want Mr. Matthews." Principal Darkholme said. "Now, I believe I asked you to leave."

Duncan and his friends walked off grumbling something about a stupid witch, though that wasn't the word they used. Once they were gone, Todd hugged Principal Darkholme.

"Thank you! Thank you! Thank you!" he cried. "You saved my life lady!"

Principal Darkholme pushed him away.

"You should have fought back." She said. "With your abilities, you're far more superior to them."

Todd was confused. Why was a school principal telling him he was superior to Duncan, the richest kid in Bayville? And what did she mean by "his abilities?" He was about to ask such questions when she did something strange. The brown jacket and skirt she wore seemed to melt away replaced by a black leather outfit. Her skin turned a dark blue. Her hair turned red. And finally, her eyes changed from brown to glowing yellow.

"Whoa!" exclaimed Todd. "How'd you do that?"

"Like you, I too have gifts." The woman said.

"What do you mean like me?" asked Todd.

"You can do things no ordinary human being can." She replied.

Todd thought for a minute. This lady was on to something. He'd always known he was different. Ever since he ate his first bug. He remembered that day clearly. He'd been about four years old. He was playing in the backyard when he spotted a fly. He stuck out his tongue and caught the fly. Then he ate it. He'd hadn't done that again until he ran away from his last foster home. He also remembered another time he did something unusual. He was ten. It had been six months after his mother died. He was playing soccer with some kids out in the schoolyard. He'd kicked the ball and it went sailing over the fence. The kids tried reaching under it but the space between the fence and the ground was too small. Then Todd decided to try something. If he jumped high enough, he could grab onto the top of the fence and pull himself over. Well, he jumped and sailed right over the fence. He retrieved the ball and jumped. Again, he went right over the fence. The kids were amazed.

"I think I get you now, lady." Todd said.

"Good." The woman said. "And you may call me Mystique."

"So Mystique, how come you know about the weird stuff I can do?" Todd wondered.

"I have my ways." Replied Mystique. "Anyway, I'd like to make you an offer Mr. Tolensky."

"What kind of offer?" asked Todd.

"I have a place for those with extraordinary gifts." Mystique answered. "You get free room and board as well as training."

"The free room and board sounds nice," said Todd, "but what kind of training?"

"You will be trained in several combat techniques." Replied Mystique. "As well as receive a proper education at the local high school. You need not worry about the fact you haven't been in school for two years. I've altered your records."

"Whoa." Said Todd. "You actually did that and got away with it?"

"I'm the principal." Said Mystique. "I can get away with anything."

Todd smiled.

"Man, you are one cool lady. So, like, when you say combat techniques, do you mean Marshal Arts stuff?"

"Yes."

"Cool!" Todd exclaimed. "Okay, I'm in."

"Good." Mystique said smiling. "I knew you'd accept."

"Bloody waste of time." Said Betsy as they entered the mansion.

"Not really." Said Scott. "That mutant could have been in trouble."

"Well he obviously wasn't." Betsy snapped.

"What do we do now?" asked Jean.

"I suppose we wait till the Professor gets back." Scott replied. "Hopefully he was more successful than we were."

An hour later, the kids were gathered in the rec room.

"You did so cheat!" Jean shouted.

"I did not!" Bobby shouted back.

"Bobby, everyone knows you're horrible at Poker." Jean said. "You couldn't play to save your own life. So how did you get so good all of a sudden?"

"Jean, I'm hurt." Bobby said faking a hurt expression. "I can't believe one of my best friends would accuse me of committing such a disgusting act."

"She's not accusing you." Said Betsy. "She's right on."

"Hey, no fair! You read my mind!" cried Bobby.

"No I didn't." said Betsy. "Like she said, you couldn't play to save your life."

'Students, I'd like you all to report to the entrance hall.' Came Professor Xavier's telepathic message.

"Looks like we're about to meet are newest member." Said Warren.

"You know I will get you back for this." Said Jean.

"I didn't cheat! I swear!" protested Bobby.

"Kurt, you can take that off." Said Ororo gently.

"But what if they hate me?" asked Kurt, who was wearing a long black cloak.

"Kurt, this institute not only teaches mutants to control their abilities but tolerance of others." Said Professor Xavier. "Your appearance will not matter here."

Kurt hesitated. Then slowly, he removed his cloak. At that same time, the other students filed into the entrance hall. Kurt was shocked. They hadn't even flinched when they saw him. For the first time since leaving Germany, he smiled.

A black Sedan pulled into the driveway of a large Victorian mansion. The driver's side door opened and Mystique stepped out. She walked around to the passenger door and pulled it open.

"Holy!" exclaimed Todd as he climbed out of the car. "You actually live here?"

"It's not just me." Said Mystique. "Three other people live here as well."

"Who?" asked Todd.

"I'll introduce you when we get inside."

Todd followed Mystique up the front steps and into the house. They walked down a short hall that led to the living room. There, two people sat on a worn couch. One was a boy with white hair of fifteen. But Todd wasn't looking at him. He was looking at the vision sitting next to him. She looked to be the same age as the boy. She had long, wavy brown hair that fell over her shoulders.

"Todd Tolensky," began Mystique, "I'd like to introduce you to Pietro and Wanda Maximoff. Also known as Quicksilver and the Scarlet Witch."

Wanda. What a beautiful name. It sounded so exotic. Todd could not stop staring at her. She just had to be a dream.

"Excuse me." Came Wanda's voice. "I would most appreciate it if you stopped staring at me."

"Sorry Wanda." Said Todd. "But I was just wondering, you know, are you an angel? Because you sure look like one."

"Look, don't you even think about laying a hand on my sister." Pietro growled. "Otherwise, I'll tear out that tongue of yours."

"Well, I'm certain you'll all get along very well." Said Mystique. "Now, Toad and I have something to discuss."

"Toad?" questioned Todd.

"That's your code name." said Mystique.

"But why Toad?" asked Todd.

"Because you have an uncanny resemblance to one." Wanda scoffed.

"Not to mention you smell like a swamp." Scoffed Pietro.

"Hmmmm… Toad. I like it."

"Good." Said Mystique. "Like I said before, you and I have something to discuss."

Night had fallen at the institute. Kurt Wagner sat at the window in the room he shared with Bobby Drake. His first day here had not been what he expected. The other students were nice to him. They didn't scream or curse him when they saw what he looked like. Scott even showed him the hangar where they kept all the jets and the helicopter. He told Kurt that one day he might be able to fly one of them which would be extremely cool. Kurt also got a cool training uniform and a special device called an image inducer. It looked like an ordinary wrist watch but when Kurt wore it, it produced a hologram that made him appear normal so he could attend regular high school. Yes, his first day definitely rocked. Kurt looked over at his clock radio. It was nearing eleven o'clock and he decided he should go to bed. He didn't want to be tired on his first day of school. He got up from his place at the window and walked over to his bed. Wow, it certainly did look comfortable. Pulling back the covers, Kurt climbed in and lay down. But just as he pulled the blankets over him, a loud siren sounded. Kurt jumped out of bed.

"What is that noise?" he cried.

"Intruder alert." Replied Bobby, who had also woken up.

"What are we supposed to do?" Kurt asked.

"We're supposed to meet in the entrance hall." Said Bobby.

Kurt grabbed hold of Bobby's arm and disappeared with a BAMF. With another BAMF, the boys reappeared in the entrance hall. Everyone else was already gathered.

"They picked a damn good time to show up." Betsy grumbled pulling her blue bathrobe around herself.

"X-Men, head to the sub-basement." Said Professor Xavier. "That's where our intruder is located."

"X-Men?" asked Kurt as they stepped into the elevator. Kurt had not yet seen the sub-basement and wouldn't know where to teleport.

"It's what we call ourselves." Said Bobby. "You know, because Xavier starts with an X and we're superheroes."

"Really?" said Kurt.

"Actually, we just help those in need." Said Scott. "Bobby reads too many comic books."

The elevator dinged letting them know they'd arrived at their destination.

"All right X-Men." Ordered Scott. "Split up."

Todd Tolensky, now known as Toad, grinned to himself. This was way too easy. He'd gotten in all right. Sure the alarm had gone off but by the time those, what had Mystique called them? X-Men got there he'd be long gone with the mutant tracking machine. However, fate had other plans.

BAMF! Todd jumped. He quickly turned only to come face to face with a blue elf. Correction, it was a teenaged boy with a tail, pointed ears and blue fur.

"Hi there." Said Todd. "You must be one of the X-Men."

"And you must be the intruder." Said the boy in a strong German accent.

"Name's Todd Tolensky but you can call me Toad. I'd love to stay and chat but I gotta take care of some business."

Todd turned to leave only to be tackled to the ground. He was completely taken by surprise.

"Hey Elf boy! Get off me!"

"Not until you tell me why you're here." Kurt said.

"That ain't none of your business!" Todd growled. "Now let me go!"

"No." said Kurt.

Todd rolled out of Kurt's grasp and picked him off the floor.

"It's been nice meetin' ya, Elf Boy, but like I said before, gotta take care of some business."

Then he hopped away. BAMF! Kurt appeared right next to Todd.

"You're not going anywhere." He said tackling Todd once again. "You're here for a reason. What is it?"

"Up yours." Said Todd.

He drove his knee hard into Kurt's stomach. Kurt immediately rolled off him and onto the metal floor. Todd wasted no time and made a getaway. BAMF!

"Not again!" Todd groaned. "Don't you ever give up?"

"No I do not." Said Kurt.

And he tackled him again. This time, he pinned him to the ground by kneeling on his chest and putting his hands on his shoulders. Again, Todd managed to roll out of Kurt's grasp. But this time, Kurt let him get away. He had a plan.

Todd was so close to the Cerebro room. Elf Boy seemed to have given up. Now hopefully he wouldn't have anymore trouble.

BAMF! Kurt landed right on Todd's back. Wrapping his arms around the other boy's neck, he teleported. When they reappeared, they had ended up in a large metal room with a closed door. Hopefully the door was locked.

"Danger room activated." Came a feminine voice.

"What was that?" asked Todd.

But before he could answer, very large guns popped out of the wall and began firing lasers at them. Todd screamed.

"What the hell is this place?"

Kurt let out a horrified gasp as two rotating saw blades emerged from the floor. He had to roll in order to dodge them.

"AHHHH!" Todd screamed as he hopped around trying to avoid being shot or sliced into pieces.

Kurt grabbed hold of Todd and ported them to safety. Or what he thought was safe. Only to come face to face with a giant robot. No, make that three giant robots. Three giant robots armed with big guns that were currently aimed at the two boys.

"Oh man, this bites!" Todd cried. "My life is gonna end before it even started."

Kurt assessed the situation. It was certainly a sticky one. They were surrounded by several objects that could either slice them, fry them, or blow them to bits. There was absolutely no way out. So he did what he always did when caught in a situation he couldn't get out of. He began to pray. Then suddenly, as quickly as it had started, everything stopped. The laser cannons and rotating blades disappeared into the walls and floor. A panel in the ceiling opened and the robots were pulled into it. And the room was still once again.

"Are you guys okay?"

Scott and the other X-Men rushed in.

"Yo, is this what you yahoos do in your spare time?" Todd cried.

"Actually, yes." Replied Scott.

"You're all nuts! I'm outa here!"

Todd began to hop toward the open door but Warren stepped right in front of him.

"Let him go Warren." Said Professor Xavier.

Warren move aside and Todd hopped past him into the hall.

"You're just gonna let him go?" asked Scott.

"It's too late." Said Professor Xavier. "She's already gotten to him."

"There's still hope for him." Said Scott. "Couldn't you just try to convince him?"

"You haven't known Mystique as long as I have." Said Professor Xavier. "Nothing short of using my powers on him will convince him to stay."

Scott turned to Kurt.

"You okay Kurt?" he asked.

"What is this place?" Kurt asked, his voice slightly shaky.

"It's called the danger room. We do all of our training here." Replied Scott.

"Is it usually like this?" asked Kurt.

"No." said Scott. "Don't worry, it's usually pretty safe."

Kurt looked down at his hands and noticed for the first time they were trembling.

"I-I thought I was going to die." Kurt almost whispered.

"We wouldn't have allowed that to happen." Said Professor Xavier. "Now why don't you all get some sleep. You have a big day tomorrow."

Everyone began to head out of the danger room. All except Kurt, who merely teleported.

Todd dashed across the front lawn toward the gate. The sooner he was out of here, the better. Suddenly, Todd collided with someone.

"Hey! Watch where you're—"

But he stopped when he saw who it was. He was a short man with messy black hair and six very sharp knives sticking out of his hands.

"Goin' somewhere?" he said, his voice gruff.

"Uh, I was just leaving!" Todd cried.

And with that, he leapt right over the gate. Once he was over the gate, Todd broke into a run only to bump into Mystique.

"I take it you were not successful." She said.

"Look, I can explain." Todd said.

"There's no need to. I know what happened. Just go on home."

Hours later, Professor Xavier sat behind his desk. The strange dark-haired man casually leaned against the wall.

"So Logan, what made you decide to return?" Xavier asked.

"I smelled trouble." Logan replied.

"Well I must say, I'm glad you came back. Have you thought about my offer?"

"Yeah, Chuck. Been thinkin' 'bout it for a while, and I've decided to take you up on it."

"I hoped you would say that, Logan." Xavier said. "With more students coming, we could use another teacher."

"Lookin' forward to it." Logan said.

He turned and began walking toward the door.

"Logan."

Logan stopped and turned toward Xavier.

"I'll do whatever I can to help you get your memories back."

"Thanks." Said Logan.

Mystique entered the house letting the front door close behind her. All was quiet. She guessed that everyone had already gone to bed. She climbed the stairs switching off the lights as she went. After what seemed like an eternity, she finally arrived at her bedroom. She stepped inside and shut the door behind her. Then she flopped down on her bed. A sudden noise made her turn toward the open window. And she saw something she really did not want to see right now. A shadowy figure floated outside the window.

"What the hell are you doing here?" she demanded.

"Now, is that any way to speak to your employer?" the figure said.

"Look, it's been a long day." Said Mystique. "I'm tired."

"I know about your recent failure." Said the voice. "That is not why I came."

"Then why did you come?" asked Mystique.

"I'm sending someone who can help the children with their training. Not to say you're not a good instructor, but they need more discipline."

"Who is it?"

"Victor Creed."

Mystique's expression grew angry.

"You cannot be serious!" she almost shouted.

"I know about the history between the both of you. I must ask you to put that aside. There are more important things at stake."

"You tell him that."

"I already have and he has promised me he would. Will you do the same?"

"Yes."

"Good. Now I must leave. I will return soon enough."

With that, the figure turned and floated off.

AN: That's it for chapter one. I must say I am quite proud of myself. Next up, chapter 2: Just a Phase. I think the title pretty much says what the chapter's going to be about. Anyway, now is the time to click that little button marked review.