Wolverine and Omega Red stood there, silently measuring the other one. What are his strengths? What are his weaknesses? They'd squared off with each other before, in fact, many times before, but Wolverine only remembered the most recent. Omega Red definitely had the upper hand at that.

Then again, Wolverine wasn't alone. Behind him stood his students, who he had told to leave, but who were also ignoring him. Bobby, leading them, had his spine straight and his shoulders back. He had seen more action than the rest of them, and was overly confident to boot. Close behind him were Roberto and Boom Boom, eager to see some action, while the others stood further back, waiting for orders. Amara looked particularly wary. Not just scared, but apprehensive about her powers. A little while back she had lost control and almost destroyed a village. She didn't want to be the destructive girl that her powers seemed to have determined that she should be.

"You coward," Omega Red spit at Wolverine. "You think you can use the children to save yourself? They are nothing; this fight is to be between you and I, old friends that we are."

Logan growled at Omega Red, but turned his attention backward. Sensing the readiness of some of his students, he uttered an order, "Stay cool."

Smirking, Bobby jumped forward saying, "Cooler than cool," and proceeded to encapsulate Omega Red in an ice block. The room was tense for a moment; Ray, Tabitha, Roberto, and Wolverine had all run forward as they saw what Bobby was doing, expecting Omega Red to resist. As he loomed there, frozen, seemingly stopped, Tabitha, Amara, and Jamie breathed a sigh of relief, and Tabitha turned to gloat to Allison; or, at least, help Bobby gloat. She didn't get a chance, though, as she heard a crackling from behind her, and gasps coming from the people all around her.

Spinning quickly, she saw that Omega Red's tendrils were snaking through the ice, shearing it into large pieces so that he would soon be free. Quickly arming herself with six of the strongest time bombs she could muster, Tabitha hurled them at their Russian attacker. Simultaneously, Ray's eyes flashed as he let loose a large amount of energy toward Omega Red. The light and sparks of his attack made their way up one of his tendrils, and he let loose a howl of fury as the time bombs exploded in his face, driving him backward. It was only for a second, though, and soon he was lunging forward, one tendril catching Ray across the chest, throwing him against a dressing mirror. He slumped to the ground among the tinkling of glass, and Jamie ran forward, creating a couple of multiples to help him take Ray away from the fight.

Meanwhile, Omega Red had turned his attentions toward Tabitha, who was continuing to generate time bombs, but they were becoming weaker and weaker as she lost her concentration. He sent a tendril flying toward her, but it was interrupted by Roberto, who had jumped forward and was holding it back, using the energy he had stored up from his last time in the sun. A fiery silhouette, he was the first to speak since Iceman had frozen the Russian.

"Logan!" he cried. The Canadian had been preoccupied trying to get close enough to Omega Red to cut the man with his claws. The tendril that had taken Ray out was snaking its way after him, threatening to capture the man. When Logan heard his name, however, he moved with an amazing burst of speed and proceeded to amputate the tendril as close to the base as he could, causing Omega Red to scream in wrath, and finally manage to capture Wolverine with his other tendril, wrapping it around the man until he was immobile.

Tabitha, helping Roberto across the room after he had collapsed from exhaustion, dropped him where she was, and called Magma into action. "Amara! Come on, girl! He has Badger!!"

Her friend's call for assistance seemed to snap Amara out of it, and she ran forward, hands held up and already supporting sizable fireballs. Tabitha produced her own time bombs, and they began bombarding the man, who seemed to be in retreat. In only a few seconds he would be out the hole that he had made in the wall…

"Bobby!" Amara yelled.

"On it," he replied, calmly but quickly, and he touched his hand to the floor, sending tendrils of ice snaking outwards until they reached the wall, where they climbed up made a thick wall of ice blocking Omega Red's exit. Reaching the wall, the man banged against it with his fist, then turned to growl at the students. There was another exit to the room: through them.

"Oh… shit," Tabitha muttered, arming herself again, hoping that she and Amara could hold him off. Maybe Bobby could build a wall? Sam could-

Amara interrupted Tabby's thoughts, though, as she issued another order. "Bobby! Ice the floor! Just under Omega Red!"

"Got it," he said, as he again touched the floor, this time making a thin layer of ice underneath Omega Red.

"Now, Tabby!" Amara directed, and Tabby and Amara each began throwing their own weapons. Omega Red was thrown back by the bursts and the fireballs, slipping and tumbling on the almost-frictionless ice sheet that he was standing on.

"Good call, girl!" Tabitha yelled happily. But… now what? They couldn't keep him down forever, and she certainly didn't think they could take him out. Bobby could freeze him again… but he had Logan, and besides, he would just crack the ice the way he had last time. Ray was out, but could come back, Roberto was definitely out, Jamie definitely couldn't be sent in, and Sam…

"Yo, Cannonball!" Tabitha called. "What do you think you're doing? Get in here! Knock this guy out!" Sam had been hanging back. He couldn't be any use without getting close, and he did not want to get close to this guy. But… but he couldn't just stand off to the side and let the ladies fight his battles.

"Yeah, I'm comin', I'm comin'" he said, trying a bit of banter in his nervousness, then took off, propelling himself forward as fast as could, and aiming straight at the chest of Omega Red. His timing was poor, however, and Omega Red slipped and fell just in time to avoid being hit by Sam, sending the boy cannonballing toward the wall of ice. "Argh!" he cried out as he smashed into it, breaking it apart and leaving the way out wide open for Omega Red.

"Thanks, comrade," he said, standing with Wolverine still in his grasp.

"Bobby!" Logan growled, while frantically trying to free himself enough to get his claws back into service. "Bobby, hurry up and get that ice wall back up! Don't let him-"

Logan was cut off by Allison's voice. "Everyone, close your eyes!" She looked at them as they all looked back at her, confused. "I mean it, now!!" Baffled, but understanding that the command in her voice meant she knew what she was doing, they all followed orders. All but Sam, who, taking aim, launched himself at Wolverine, who was still held tight in the clutches of Omega Red. Upon impact, Sam closed his eyes, as ordered, but it was too late. A blinding flash filled the room, causing Sam to call out. The others saw the flash too, from behind their eyelids.

As soon as they all sensed that it was gone they opened their eyes. Tabitha, Amara, and Bobby were all standing together, at the ready, on the edge of the stage of ice that Bobby had created. Ray was making his way to his feet with the help of Jamie, and Roberto was slouched on the ground, trying to get over a fit of dizziness that had hit him. Allison had her hands by her sides and was standing, calmly not too far behind Amara and the others. Sprawled together on the ice floor were Sam and Logan. Omega Red was nowhere in sight.

Snarling, Wolverine jumped to his feet. "You let him get away!" he howled, and started to run through the hole in the ice that Sam had created, through which Omega Red had obviously retreated.

"Logan! No, please," Amara cried after him, and he stopped. Sheathing his claws, he walked back toward the students. As much as he hated it, the fight would have to be saved for another day. Another day where he wouldn't be putting the students in danger. Then, he might not have made it without them. In fact, if he hadn't been for Sam, who had knocked him hard enough that he was able to get free, he might have been carried off in Omega Red's clutches.

How you holdin' up?" he asked everyone, looking around.

"Nothing broken," Ray replied, trying a laugh, but wincing instead. Jamie laughed for him.

"Just need some sleep, myself," Roberto added. "I think that the mirror and the wall got off a lot worse than any of us." Amara and Tabitha giggled at this, making Roberto smile with pleasure.

"Okay, that's it, then. We're out of here," Logan said. "You kids have had enough excitement for one night.

The kids all nodded, too worn out from the excitement of the fight to question where the blinding flash had come from at the end. Jamie made two multiples, figuring that triplets wouldn't be too hard for anyone who saw them later to believe. The multiples helped Ray, while he retrieved his guitar from where he had placed it at the beginning of the fight.

Amara stepped forward and offered Roberto her hand, helping him up and holding him, while Tabitha came in on the other side, and together they supported him. There were no cries of victory, no emotions of victory even. Omega Red had not been defeated… just run away. Nothing to celebrate.

Bobby and Sam took up the rear, following the other new recruits out, and expecting Logan to come straight after them. He stayed for a few seconds, however, to speak with Allison.

"That flash," he said. "None of my kids can do anything like that, unless Amara or Ray have been hiding something from me. You told us to close our eyes… you're…?" He trailed off, letting her talk.

"A mutant," she finished for him. "You don't think that I could get where I was in Hydra without something like that, do you? It's useful in this business too." She smiled faintly at this. Logan grunted in response, and loped out of the room, following his students. This meeting had been… informative.

Allison's smile disappeared as soon as Logan left the dressing room, turning into a scowl. "Get in here, you fool!" she commanded. Looking somewhat guilty, Omega Red came back into the room, through the hole in the ice. Stepping carefully, he made his way across the slippery, wet, icy floor, and stopped before Dazzler, his head down.

"Imbecile!" she screeched. "Firstly, I did not give you the signal. He doesn't know where she is; he's a dead end. Second, you couldn't even get him!" Dazzler shook herself in frustration. "You are supposed to be the pinnacle of the living weaponry, and you can't even handle yourself against a bunch of kids. They made a fool of you. Now, away. Rejoin Gauntlet and continue your search. We'll have to wait even longer to retrieve the girl."

Nodding and bowing slightly, Omega Red responded, "Yes, Madame Hydra." He then quickly made his retreat.

Dazzler watched him leave, then sighed in frustration, turning and falling into a chair in front of one of the dressing mirrors. Holding her forehead in her hands, she stared at her reflection. The crows feet around her eyes were beginning to become more pronounced… she would need a trip to the spa soon. She had no idea how Viper had handled the stress before.

Then, shaking her head, she slammed her fists against the desks, and the air around her crackled with her light powers. She had to recover the girl. She was all that Hydra had worked on for years. If they lost her, then Hydra was nothing. And what was the point in being the Madame of nothing?

A/N: I reposted this chapter with a few changes, mostly spelling. Read and Review, and get ready for the last chapter (coming soon, I promise), and then the start of the next story: Jamie and the Argonauts. Also, check out the homepage to learn more about X-Men Evo and Ultimate Marvel, and see fanart and the like.