Ok everyone…SUPER LONG CHAPTER HERE! (At least I think so!) I've been stewing over whether or not to post this because I was seriously considering one of three things…Killing off a character early on to induce anger in another character…Adding in a completely different character to keep the plot line fresh and in good working order…Having a main character seriously injured to add both dramatic tension and romantic strain to the story.

So which did I do? Well, I guess you'll just have to read and find out!

As always…Enjoy the awesomeness that is, X-Men! (Also, just do a Google search for "X-Men First Class 2". Your mind will be BLOWN!)

-E.H.

When Hank had relayed this story to the others there were amazed faces all around, and one particularly unpleasant look from Xavier.

"And you thought this wasn't worth telling us sooner?" He asked with one eyebrow raised.

" I would have…" Hank said defensively. "But when I found you, you know…I didn't think it was worth mentioning at the time."

"That guy is dangerous! He could kill someone if he's not careful!" Sean exclaimed harshly. Hank threw him a dirty look and Alex jumped in to defend him.

"He's right Beast, that guy clearly couldn't control himself. If he could knock you to the ground… Well what could he do to the average bystander?" He asked. Hank had to agree with his logic, but he still didn't care for his smart-Alec remarks.

"Alright Lasers…" He muttered under his breath, but loud enough for Alex to hear him.

"Hey! Shut u…"

"Quiet!" Shouted Xavier over the both of them before they got out of hand. The three students looked at Charles, back at each other, and settled back in their chairs. "Good. So now we have two problems…This new mutant and the facility the others are being held in. Now which do we all think is most important?"

"Well…" Started Hank. "…I think the facility is more pressing… The wolf guy seems to be able to take care of himself for the time being."

"Yeah," Added Sean. "And if Mag.."

"Eric…" Corrected Charles coldly.

"Right, if…Eric…is recruiting mutants and knows about this place then it's only a matter of time before he goes after them."

"We need to get there first." Finished Alex.

The van drove slowly down the street and pulled into an alley that was cat's-corner to the "High-Security Mental Hospital". Inside were the four remaining mutants living at the X-Mansion: Hank, Alex, Sean and Charles, all dressed in their full jumpsuits, each specially designed to aid them in the use of their mutations. Alex was in the driver's seat and Sean sat beside him on the passenger side. Hank and Charles were in back. Everyone was unusually quiet. The shadow of the building across the street from them was cast over the empty road in an eerie blackness. The evening seemed to be holding its breath, waiting for something to happen.

"So what now?" The ever impatient Alex said, breaking the silence.

"We wait until dark." Charles said quietly. He had a lot on his mind right now…literally. There were a large number of mutants in that building, and they were all chattering in his subconscious.

"Remind me again why we had to get here so early?" Sean asked.

"We need to be hear just in case someone shows up to get in before us." Hank explained. He tiptoed around the "someone", but everyone knew who he meant. There was a long silence. Hank scratched some paint off the wall of the van with his claws, Alex drummed his fingers on the steering wheel, Sean picked nervously at the fabric wing of his jumpsuit, and Xavier concentrated. He was attempting to touch the mind of the girl to, if nothing more, tell her that they were here…that she would soon be free. It was like someone had put up a brick wall separating them. Every time he tried to force a thought through it, it was inevitable deflected uselessly away again. Charles was awakened from his endeavors by Alex.

"Hey guys, look at this." He said, looking out of the windshield. The others followed his gaze and saw a large black van turn the corner at the end of the road and enter the fenced in area through the vehicle entrance. It drove into a garage and the door started to close immediately after it entered. Only a second or two later a small kid in a black hoody tore around the corner in a full sprint. He stopped and looked around, saw the garage door closing, and made a run for it. From where he stood he couldn't see the two armed guards hidden just inside.

"Geezes, he's gonna get shot!" Hank said suddenly turning to Xavier. Without hesitation the telepath put his fingers to his temple and concentrated on the mind of the first guard.

Sleep.

The first guard slumped to the ground in a dead faint. Entering the mind of the second guard, Xavier repeated the command.

Sleep.

The boy hardly paused before jumping over the two unconscious men and sliding under the shutting garage door just in time. The four mutants in the van sat in silence for a moment. Sean spoke up.

"So, we came early to do what exactly?"

"To stop someone from getting in before us." Alex muttered.

"So what was…"

"That was a change of plans." Charles said, unbuckling his seatbelt. "Hank, could you get my chair out?" As one the team exited the vehicle and used it to shield themselves from sight as Hank helped Charles out of his seat and into his chair.

"Let's do this then…" Xavier said, putting his fingers to his temples and closing his eyes. He sifted through the thoughts of the many mutants, singling out all of the non-mutants, the guards. There weren't any out front except the two unconscious men by the vehicle entrance.

"Are we good?" Asked Sean.

"Yes, but there's a security guard just inside the garage door. I'll get him to open the door."

After a few seconds the team saw the garage door rise up and Charles gave the go-ahead. They ran across the street and ran under the lowered barrier that prevented vehicles from entering. Alex, Hank, and Sean reached the outside of the door and flattened themselves against the concrete wall. There was an uncomfortable wait as Charles finally crossed the road and joined them. This was something they had simply not considered.

"Listen, Charles, you're kind of the pace-setter here..." Alex began. Xavier raised an eyebrow and cocked his head at him, suddenly feeling very old.

"And?"

"And well, you're kind 'a…you know…"

"Slow." Finished Hank. Charles seemed to consider this for a moment. Ever fiber of his ego wanted nothing more than to carry on doing what he was doing, albeit doing it rather slowly…but his slowing down the group was going to put people at risk.

"Fine. Sean, give me a push would you?" Sean looked uncomfortably at Alex and Hank, but slowly walked around to the back of Xavier's chair and gently placed his hands on the disused handles.

"Are we clear?" Hank asked, peering around the corner into the garage.

"We're clear." Confirmed Charles. His stomach churned as Sean pushed his chair forward to keep up with the others as they entered the dark garage. It was musty and smelled like diesel. They stepped around the sleeping figure of the guard where he had fallen after opening the door. The group continued to walk through the garage in which several black vans identical to the one they had seen before were parked. They reached a large metal door at the end of the long room and stopped.

"Where do we go from here?" Whispered Alex who was leading the group with Sean. Charles took a moment to read the mind of a guard just inside the next room. There were three floors, the bottom was all offices and non-mutant habitation areas, the top two were all mutant-containment and research areas. It was the second of these that made Xavier shiver. He searched the guard's memories of the facility and could distinctly sense the horrible things that were being done to the more unique mutants. He also searched for any memories concerning the girl, but there was only a reference by higher-ranking men to an "exceptional mutant" that had a specialized cell on the top floor. Xavier put the guard to sleep and pulled away.

"We go through this next room, take a left, get in the elevator and go to the third floor. I'll take care of the guards as we go." Charles relayed to the group. Alex nodded and opened the door. The basic interior of the facility was like that of a particularly unpleasant hospital. The floor was a dark grey tile and the walls were white brick with no windows or decorations of any kind. Without hesitation they headed through the room to an archway on the other side. This lead to a dimly lit hallway and, turning left, the stainless steel of the elevator door gleamed in the flickering florescent lights. Alex pressed the three and in a few seconds the elevator arrived. They piled in and the door closed behind them.

"Do you think this is too easy Charles?" Asked Hank as they began to move. "Charles?"

"I'm concentrating." He murmured looking straight forward, unblinking.

"On what?"

"The security guards that just saw us get in here." He said, pointing at a security camera in the corner of the small space.

"So? Just put them to sleep." Alex said, frowning.

"Can't." Charles said tersely. "These men have had training, they know how to block me a bit."

"They can do that?" Sean muttered and Hank threw him a dirty look. There was a moment of silence until Charles sighed and settled back in his chair.

"Well?" Asked Alex. "What did you do?" Charles smiled.

"They know how to keep me from making them go to sleep, but they don't seem to know a thing about fixing a broken security TV…"

The doors of the elevator opened and the four of them got out and entered a completely different hall. This one had sterile white walls and floors and was brightly lit by overhead lights. The walls on either side were lined by what must have been over a hundred white doors with small windows in each.

"There aren't any guards up here." Xavier assured the others. He turned and looked at Sean, giving him a clear sign to let go of his chair. He obliged and stepped back, turning to look in one of the windows.

"Geeze…" He murmured. The others turned to see what he was looking at. He stepped back and motioned for Alex to take a look. He did and also walked away from it.

"This is sick." He growled under his breath. Hank looked and had a similar reaction.

"What is it?" Xavier asked with concern. His chair didn't allow him to see into the room.

"It's a kid. It's a freaking kid…" Said Hank, still looking in the window. Charles couldn't bare this explanation and hastily looked through Hank's eyes.

The room was small, five feet by six at the most. There was a steel bench on the far wall and the rest of the room was completely blank. On the bench was a sickening sight. A small child no more than four or five years old was sitting with her legs up to her chest, shivering. Her short blond hair made her already pale face look white. Her grey eyes found Hank's at the window and she screamed, her voice cutting through the metal door like it was made of paper. Hank jumped back and Xavier pulled out of his mind. There was a long pause as the four mutants took this in.

"Alex? Could you…take a look in some other rooms… please?" Charles asked quietly. Alex nodded and walked down the hall, looking into every room. He returned with a spiteful look on his hard features.

"They're all full." The gravity of his words sank in…There must have been a hundred doors…

"Let's…let's find that girl so we can get out of here and think of a better plan." Xavier stammered, rolling his chair the opposite way down the hall.

"What, we're just going to leave them here?" Sean asked incredulously. Charles could sense his disappointment. He stopped with his back to them. He didn't want to see their faces.

"How do you propose we get them out?" He waited. No one spoke. "Exactly. We can come back for them…and we will…but we greatly underestimated the scale of this and we can't get this wrong without losing lives…and that's not something I'm prepared to be responsible for." He let his words sink in and continued down the hall, concentrating on finding the young telepath that had called to him. As he passed room after room, he could sense the people inside each. Most of them were too frightened to put together clear thoughts. Unable to locate the telepath, Charles tried a new tactic. He attempted to localize the area his mind could not reach into. If he could find that it was more than likely that the girl would be inside.

It took several moments, but concentrating intently he located the area. It was small and Charles could tell that it was a room. It was much the same feeling as when he attempted to read the mind of Emma Frost or Eric when he wore his helmet. He continued until he was very near the area and he looked around. He was near the end of the long hall. There was a single door, the same as all the others but with no window, at the end. He approached it slowly and stopped. He touched the metal door with his fingers and put his other hand to his temple. Now that he was close, he could vaguely feel a presence on the other side, but whether or not it was the girl he couldn't tell. To his surprise, he found that the door appeared to have no lock. He reached for the handle when a voice behind him stopped him.

"Hey, Charles, wait!" It was Hank. He ran up to Xavier and stood beside him.

"Should we talk about this? I mean, I know how messed up you got the first time she talked to you…"

"I'll be fine, Hank. Just keep an eye out for guards."

"Won't you be able to warn us? You'll know when there's a guard, won't you?" Charles took a deep breath, reaching for the handle again.

"No. I have to concentrate on this. She's very unstable and I don't need her in my head." Hank nodded without a word and turned his back and faced the hall.

"Sean and Alex are downstairs looking for the kid we saw get in before us. They said they'll be back here in ten minutes, tops."

"Alright. Remember, warn me as soon as there's trouble, because I won't know until you tell me." Collecting himself, Xavier pushed down the doorknob and slowly opened the door. "Whoa…" He said, immediately putting his hand to his head. He was totally unprepared for the force of the girl's telepathy. An endless stream of emotions, thoughts, and words hit his subconscious like a ton of bricks. Hank turned around but Charles waved him off.

"I'm fine." He said, though Hank remained at his side until he recovered. Xavier looked up and for the first time saw the girl. She was as young as he had guessed, 11 or 12 at the most, but she was small for her age. She looked underfed and ill. Her skin was pale and her eyes looked dull, like those of a dead fish. Her long brown hair was curly and hung around her face and fell onto her shoulders producing the only color in the small cell. She sat on the bench opposite the door and as Xavier cautiously entered the room, her glassy eyes followed him.

He felt her thoughts, but it was almost impossible to identify individual words or memories. She was clearly immensely powerful, but she was also unable to control herself. Her thoughts were forcing their way into Charles' mind and he fought to remain in control. He telepathically commanded Hank to close the door and as he did so, the thoughts of all of the other mutants and guards in the entire compound vanished into nothing. Charles realized he had been holding his breath in his efforts to remain in control and he gasped as the strain of all of those minds was lifted from his own. Suddenly he and this girl were the only people on the planet. They were alone and could only communicate with each other. Although her voices still rang loudly in his mind, Charles now found it much easier to separate her emotions from her words. One of these voices was louder than the others, so he concentrated on that. It took an immense effort, but he managed to single out what he realized was her true telepathic voice.

Who are you? Who are you? What are you doing here? You are a telepath. Who are you? Don't hurt me. Who are you?

Charles realized that he was blocking his thoughts from her and immediately made contact.

It's alright, I'm Charles Xavier. I've come to get you out of here.

The girl in front of him tilted her small head to the side and frowned.

Why are you in a chair Mr. Xavier?

Charles didn't know what to say. He had no idea how long she had been in here, cut off from the world. Was it possible that she didn't know what a wheelchair was?

It…it helps me move. I can't walk.

There was a pause. The girl didn't move as another wave of emotions and thoughts hit Xavier and he had to close his eyes and concentrate on not letting her into his mind. He knew that it might help her, but she was untrained and could be a dangerous person to have exploring your thoughts.

You have to clear your mind. I can't talk to you when you're projecting all of your thoughts at me. Calm your mind.

He could sense her attempts at lessening the flow of her emotions, but she was having enormous difficulty.

I'm trying Charles Xavier. I'm trying…

Try thinking of a happy thing and a sad thing at the same time. Find a balance that works.

She looked confused but tried again. This time, Charles could see her thoughts. She was thinking of grass…nothing else…just grass. He could feel her happiness at the sight and smell of it. He could sense the memory as something very old, but very special to her.

Suddenly the light feeling was crushed by wave after wave of hideous memories. There were people in white lab coats and tools…they leaned over her and poked and prodded, studied her. She was screaming, crying…

Stop! Xavier commanded.

The stream of thoughts suddenly ceased. There was total silence and Charles let out a sigh of relief. He slowly wheeled his chair across the small cell to the girl. He smiled reassuringly but she merely looked at him, not quite blackly, but with no recognizable emotion to her face.

"What is your name?" Charles asked out loud. She looked confused, like she didn't speak the same language. He tried again telepathically.

What is your name?

I don't know.

Were you born here?

I don't know.

Where are your parents?

I don't know.

Xavier frowned. There was something very wrong here.

What have they done to you?

The girl shivered through the oversized white smock she was wearing and Charles wished fervently that he had something to give her to wear over the thin clothes. She didn't seem to understand anything except telepathic communication, so he continued to speak to her with his mind.

Would you like a name?

There was a pause.

Yes.

What do you want to be called?

She didn't answer, but appeared to be in deep thought.

I like your name.

What, Charles?

No, Xavier.

Alright…You can be…Xandra. How's that?

I like that.

Charles smiled at her. He sensed her happiness at having a title for the first time, but also her immense fear. She still didn't know what the world outside looked like. She had some notion of Xavier taking her away, but whereto she didn't know. Charles offered her a hand and she immediately recoiled, tucking her legs up to her head and crouching in the corner. The barrier that had prevented her thoughts from over-taking Charles was suddenly broken and her voice screamed from every direction…

Don't hurt me! Doctors, no! Don't touch me! Don't hurt me! Go away! Go Away!

Charles backed off at once, surprised by her outburst.

I'm sorry, I won't touch you, I promise. Listen to me…please. He told her as calmly as he could as she wailed in both of their minds, tears streaming down her face. Her screams began to manifest themselves as a splitting pain across Xavier's temples and he held his head in his arms with a suppressed yell of agony, still trying to contact the terrified child.

Xandra, please…you're hurting me. Just…

The second he mentioned his own discomfort the pain disappeared completely and the voices were silenced with enormous difficulty on her part. He felt her immense guilt and Charles tried to comfort her.

I'm sorry, that was my fault. I shouldn't have…

He was cut off as Xandra put out her hand. The skin was pale and her hand shook violently. Charles looked at her for a moment, giving her time to reconsider, before taking her hand in his. It was cold and clammy. Xavier looked into her eyes and saw that some of the fog seemed to be receding. How long had it been since she had felt the skin of another human being? Had she ever?

Do you want to leave now, Xandra?

Yes.

The door behind Xavier suddenly opened and Hank stuck his head in. All at once the thoughts of all the other mutants came back to Charles and for the first time they sounded deafening. Xandra seemed to be having the same feeling and winced, cowering in the corner but not letting go of his hand.

"What is it, Hank?" He asked impatiently as Xandra shivered in the corner at the sight of the blue mutant.

"There's a guard coming our way. Alex and Sean are out here and we have to hide." Charles considered this for a moment. He looked into Xandra's eyes and spoke to her gently.

These are my friends and they won't hurt you. Can they come in?

She seemed to think about this, but nodded and Xavier turned around in his chair and faced Hank.

"Bring them in…and close the door." One by one the three mutants piled into the tiny room and Alex closed the door behind them, once again shutting them off from the outside world. Xavier wheeled into the corner by Xandra smiled at her.

Her eyes flickered over the newcomers and her fear increased slightly. Charles could sense that she associated large groups with the doctors. He gave her hand a reassuring squeeze and ignored the looks given to him by his friends.

"So what now?" Asked Alex. Xavier shrugged.

"This room blocks my mind. I don't know where the guard is and there's no window, so I expect we wait." The others couldn't disagree, so they stood in the cramped space and tried to look at the girl out of the corners of their eyes. It was strange how she looked at people, like she distrusted everything. It was several long minutes before Hank spoke up.

"So, do you think we should check the hall?" There were nods all around and Hank slowly turned the doorknob. He peered out of the opening to look, but Charles could sense no one in the hall.

"It's clear." He said and in relief Alex, Sean, and Hank piled out of the room. Charles turned back to Xandra whose hand he still held.

Are you ready to go?

She looked terrified but nodded and slowly stood up, her small legs hardly seeming able to support her small frame. She never let go of his hand. She had a very strong grip.

Charles pushed his chair somewhat awkwardly with his other hand and guided the girl out of the room as she walked beside him. Out in the hall she looked around anxiously, but Charles knew there was no one there.

It's alright. Do you know how to see people's minds?

Yes.

Then you can hear the thoughts of all the other mutants on this floor?

They're so loud…Will you help them?

Yes...But we can't right now. We have to come back for them.

She suddenly turned to look at him with her eyes wide and full of fear.

What's wrong? Charles asked, stopping to speak with her. She looked like she was going to scream.

There is someone else here…

Charles was confused. He sensed no one.

Who? Where?

There. She answered, pointing down the hall to where Alex, Sean, and Hank were about to turn a corner. Xavier put his fingers to his temple and immediately sent each of them a command.

Stop! Come back here!

As one they turned in confusion and started to run back. Xandra started to pull Charles toward a cell door. She stood on tiptoe and peered into the window. She then closed her eyes and Charles sensed her thoughts reaching out to someone on the bottom floor. She opened her eyes, typed something into the password lock on the door, and pulled it open. She pointed inside and Alex, Hank, and Sean hurried in, casting a strange look at Xavier as they passed him. He waited outside and was about to ask Xandra what she was doing when she suddenly reached out her harms and pushed his chair into the room. She followed him in and closed the door behind her.

"Charles! What the heck is she…" Alex started, but Xandra put a finger on her lips and Alex was silent. They group remained noiseless in the empty cell for several seconds before they all heard it. The horrible realization of the moment hit them…

Whoosh…thump.

Whoosh… thump.

Whoosh… thump. Scream.

Azazel.