DISCLAIMER: I don't own X-Men: Evolution. OCs however, are owned by their respective owners.

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Want to make more OCs to be featured for the sequel? You guys get dibs on making sons and daughters of your OCs. XD (So don't get too crazy.) Some can be mutant and some human (PREFERRED). Humans are cool. Just send me your OCs in PM or review this story if you don't have a FF account. I can only accept 3-4. They won't be a regular due to there also being 10 new characters. I am basically attempting to write out the original cast from X-Men: Evolution with some exceptions of my favorites.

SEQUEL TITLE: X-Men: Retaliation.

The count down to the finale… (7) Zane Anderson, Noah Beech, Sarah Goldman, Natalie Foster, Lyra Bell, Zenith Franklin and a surprise character chapter! And several original cast chappies too.

Short and sweet chappie on Kitty.

X-Men: Restoration

Chapter Twenty Nine: Katherine Pryde

"Professor!" Kitty wailed at the man in the wheelchair, who looked concerned back at her. Professor Xavier sighed.

"Yes, Kitty." He said.

"Why did you put me on tech team? I know I would be much useful somewhere else. Offense! Defense…definitely Covert Ops. I've been all of these before and I'm honorary, fully inducted!" she whined chasing after the Professor down the hall.

"I know that Kitty, very well. I need you in tech. You are a bright girl and I know this is the right team for you, for this mission. Have faith, Kitty. You are a significant member of the X-family." The Professor said. She crossed her arms and marched away.

"Kitty is there anything else bothering you?" The Professor said. She sighed and turned on her heel.

"How come we didn't know about Rogue until this stuff happened? After she took off, you seemed not to care," she mumbled. She avoided his hurt eyes.

"You know that I would do anything for anyone here. You all are my family," Xavier responded quietly as Kitty dug her shoe into the plush carpet. "Anna Marie wanted to be left alone and she didn't like me probing her mind so she confronted me about it before she left. I never thought any of this would happen. When I realized my mistake it was too late. We are trying to fix those mistakes that I have so foolishly made," he continued.

"You aren't foolish Professor. How were you supposed to know that all of this would happen? We will make it all right. I'm sure we will." Kitty said now feeling guilty about bringing up what had been digging at her for weeks. The Professor had so much to deal with and none of them knew it. He was always in the background helping them, and letting them grow. He was their silent hero.

"Kitty, we need you in the lab." Professor McCoy yelled down the hallway after the petite girl. She hugged the Professor briefly and darted towards the lab. She entered the lab solemnly as she saw Trent and Zane staring at some computer codes intently. Ray had left due to his connection with the Morlocks to find Caliban and the others who had fractioned off of the original group before they were captured. Covert Ops were out covering the streets with Forge who had a device to shut down the Sentinel program. Kitty would much rather do that than stay here cooped up with two computer geniuses.

Professor McCoy gave her an USB. "This is what will shut down The Institution main computer programing. It also will help find the antivirus if it has been uploaded onto their computers. You will be in charge of getting it there but you have to enter an access code for the lock on the system." She grabbed the USB.

"So I'm like hacker! Awesome!" She squealed. Maybe being on the tech team wasn't so bad after all. Kitty regretted saying anything good about being on the tech team. She sat there like a lump as she watched the two whiz kids clack away on the computers like experts. Trent didn't even have the usual frustrations he did when he was trying to get across a point which indefinitely ended with a few blasted out windows from the amplified sound streaming through the mansion. He just typed in what he thought. Zane just sat lazily with his hands behind his head lounging as his mutation did the rest. They were trying to hack into The Institution files for how many mutants they had and how they could reverse the experiments done on them. Kitty had her laptop out and was perfecting the hacking program she was to use to get the cure. She was startled when she heard a resonating thump against the wall, followed by a familiar growl.

"WHAT DID HE DO?" Logan yelled from the hallway. Trent, Zane, and Kitty stopped and looked at each other. Trent scribbled something down on his pad and lifted it up in the air. What did we do? Kitty phased through the door finding out what happened.

"Calm down, Logan," Ororo said approaching the man who had every vein popping out of his neck.

"Calm down? We are planning to attack The Institution and we have Richard running out around town reenacting Godzilla!" He roared at the woman. Ororo stood her ground though use to Wolverine's eruptions over the years. Kitty watched the scene in dismay, half-way phased through the door.

"What's going on Mr. Logan?" Kitty said completely phasing through the door and walking towards the two frustrated adults. Storm and Wolverine turned toward Kitty, stunned. Kitty knew that one of the recruits had screwed up big time.

"None of your concern, half-pint. We are dealing with it." Logan responded softening at how hurt Kitty looked. A light exploded above their head. They all heard huffing and puffing and soon after that they saw Ansleigh running towards them.

"Rich-ard. Richard is…here." she panted leaning forward, catching her breath. She whipped her long black hair over her shoulder. She pointed behind her where Richard looked like a tattered punching bag but he was still alive leaning on Lyra and Laura.

"What went through your mind!" Logan barked at the boy's limp form. Kitty quickly stood in front of him.

"Whoa, Mr. Logan. Give the guy a break! He returned home safe, they could have taken him like Ella," Kitty pleaded with the man.

"I saved some of them from the MRD! They escaped." He cried in defense as he tried to lift his injured neck, "I am not just going to sit around here and wait. We need to do something!" He hissed in pain as he touched a wound.

"We are going tonight but YOU are staying here. With the injuries you've sustained and the unwanted chaos. I can't even stand seeing you. Go take to him to the infirmary," Logan sighed. Kitty biting her lip backed away and stood at the sidelines with Ansleigh. They left, with Richard screaming at Logan about not going, leaving Ansleigh and Kitty alone in the hallway.

"What happened?" Kitty whispered. Ansleigh shrugged it off by readjusting her sunglasses so Kitty couldn't see her catlike eyes. She hesitated but then she spit it out quick. Kitty blinked as the girl spoke quickly.

"Well, Richard, Vince, and I were watching the news for developments while we took a short break from training…Richard got up and left. Vince and I assumed he just went to his room or something but he went into town and ripped an MRD transport truck open in his dino form and ended up fighting off MRD guards before he disappeared. It was all caught by the news. The mutants inside the MRD truck got away," Ansleigh said taking a big breath after she had gotten it all out. Kitty shook her head and patted Ansleigh on the back. Ansleigh let out a light exhale. She crossed her arms in frustration, trying not to anger bubble out of her.

"Okay, Ansleigh. Just breath," Kitty said trying to calm her friend down. They sat down for a moment in the hallway. Kitty remembered when she was in the same position as Ansleigh. Now, she was considered an adult by age but far from being a leader like Storm or Mr. Logan. She was a little more mature but still had emotional baggage. She sighed when would they get a moment of peace to actually counsel and help these new recruits grow? They were already taking on much more than she did when she was new. They usually fought with The Brotherhood over something stupid but this was way too much.

"Guys, I'm really sorry but they are announcing who is going and staying now," Marina said softly, looking less intimidating then her normal self. She had been practicing and gaining control of her force field mutation since they had announced they would be reinitiating the mission they had failed at. Her cold, angry exterior was solemn and looked exhausted rather than prepared.

Kitty, Ansleigh, and Marina walked together as they saw Logan pinning the list up.

"This has been based on what happened for the last twenty four hours, after you read it go suit up whether or not you are going or staying. We have intercepted a low frequency radio transmission that in fact someone is going to infiltrate the school so be prepared. You are all vital to the success of this mission," Professor Ororo announced. As soon as Logan and Ororo backed away and left to go ahead and get ready, the students scrambled towards the list.

X-Mansion: Trent Bamback, Grace Harper, Richard King, Hope Winters, Evan Daniels, Shiloh Carrie, Vince Marino, Sarah Goldman, and Sakura Shimizu.

Kitty was pleased to see that she of course wasn't on the list. How else would they get the USB into the main computer? She ran to her room and changed into her X-Men uniform like many other recruits were doing.

The ones that were staying didn't seem to mind that they were. No one put up a fight about not being a part of The Institution mission. Her heart was beating so fast as she suddenly realized the seriousness of everyone's part. She hopped into the back of the jeep as her fellow team mates sat next to her. Kurt was driving because no frankly trusted her to drive even though she landed the Blackbird flawlessly before it disappeared. Zane leaned back in the passenger seat and took a nap. Lyra sat next to her blending in with the seat upholstery from nerves. Noah was invisible as usual on the other side of her. She sighed, waiting for something to happen. Mark was walking in between the numerous vehicles handing out a small notecard.

"This is your location, proceed after the following," pointing to a number of bullet pointed items on the index card. He then stepped onto the X-Jet and they all took off going towards their designated locations. Kurt glanced at the card and handed it back to Kitty. It read Bayville High School and that she was supposed to phase them into the ground. Great.

"What! Are you telling me that The Institution has been working like under the old high school?" Kitty said. Lyra and Noah turned towards her like she was nuts.

They arrived without detection due to the MRD and Sentinel schedule that Camlin and Coralie had graciously monitored while they had trained for it. Kitty patted the pocket where the USB was. She deeply inhaled as they parked in the spot Mark said to in the empty school lot.

"Okay, all of you touch Kitty's head!" Kurt said before Kitty could glare at him. She breathed deeply and dropped into the blacktop and felt herself freefalling for what seemed like years. She saw open space and let the breath out and everyone around her was pretty shaken up.

"That was the strangest experience I have ever had" Zane said as he glanced around at their surroundings. They were in a long whitewash hallway with black laminate tiles. It was eerie.

"This is where we split up. Lyra, Zane, and Noah you are going to stick together and try to get some of the mutants out as quietly and swiftly as possible. I'll port in and out so I can take them to safety. Everyone take a communicator, so you can get further instructions. Okay, let's go." Kurt said and bamfed out of the hallway. Kitty stuck her communicator in her ear and everyone left in the hallway followed suit. She was busy adjusting it when Lyra gasped.

"Not so fast! Where do you think you are going without a little bit of fun? I want to play with some dolls." A girl's voice said. Kitty felt the hairs on the back of her neck prick up as she turned slowly to see who it was. The girl had short black and red streaked hair and had a red t-shirt and black skinny jeans on. It was her…"Oh, dollies can't even remember my name!" she laughed hysterically, raising her arms in the air. Kitty felt a grip around her waist as she struggled to get out of it. She couldn't phase out of the girl's grip. She glanced over her shoulder and saw Lyra struggling, changing colors rapidly. "Abby is my name and may you never forget it!" Kitty was flung in every direction, this Abby had major problems. At least, she hoped Zane and Noah got out of this situation.

"WE NEED SOME BLOODY HELP!" Lyra screamed, hoping someone on the other end would hear her.

Kitty watched the girl set both of them down only to watch in pleasure as Kitty and Lyra fought each other just like video game opponents. Abby had control over their every move. Kitty looked at Lyra with pleading eyes but Lyra was doing the same to her. They threw punches relentlessly at each other. Kitty smiled as she heard the familiar noise. BAMF.

"What the…" Abby screamed and then she was gone in a flash. Kurt bamfed back in and saw the two girls lying on the ground out of breath. Both of the girls sighed.

"You really need to come sooner…I think I am going to have a shiner!" Lyra whined in her posh brit accent. Kurt shrugged his shoulders, bowing royally and bamfed out as he mumbled something into his communicator.

"Are you two slow pokes, alright?" Zane said into their communicator. They both perked up and glanced at each other.

"Yeah, we're fine where you would like us to go?" Kitty whispered waiting for someone else to show up in the hall.

"You should be receiving the blueprints now. Phase through the next level with Lyra in tow before some other uninvited shows up" Zane replied quickly before disconnecting the line. Kitty sudden saw the blueprints projected in the front of her face from her ritzy communicator. She silently thanked Forge for upgrading them. She saw a two blinking dots and a destination highlighted in green. She grabbed Lyra hands as she heard marching coming from around the corner. She phased into the floor to the next white hallway and didn't hesitate to run towards her designated area. Lyra waved quickly and disappeared, blending into her surroundings.

She heard someone running around the corner and she stopped. Her heart thumping, she partially phased into a wall ready to grab whatever it was and phase it into the floor.

"HELLLLLLLLLLLLLLP!" Coralie yelled running from an army of Sentinels. Kitty grabbed the flailing girl and phased to the next level down. It was going to take a long time to get to the main computer. Kitty knew they could do it all. After all, they were the X-Men.


Well, here it is. Kitty's exciting chappie. I had a lot of difficulty writing this since there are several different avenues I could have gone down but this was the best of all the options and I thought it was a great introduction to the battle to duke out in the future. Hopefully, you all love it. Thanks for being so supportive over the last year!