Chapter 43

Bayville Suburbs...

Back at Cat's house Kitty was slowly starting to peel back the encryption of whatever it is Cat is hiding and it must be big. This was top of the line encryption like the government used.

There is a bored sounding sigh from beside her. "Bored Kurt?" she inquires with the corner of her lips curling up in dry amusement.

"No offence but yes. You do zhat while all I do is just stand here ready for zhe emergency exit should Cat return."

"Well I shouldn't be much longer. I like think I am almost through...just a few more hacker tricks to go through and..."

Kitty tries her last trick and the screen on Cat's computer changes to a red symbol on a blue background. A symbol of an eagle within a shield. The emblem of SHIELD.

As the implication of this sinks in Kitty can only say, "Uh oh."


Later at the Institute...

Despite the cold nip of the November night air Logan was out by the cliff edge puffing on one of his cigars. He is not someone renowned for deep thinking but he does have things to occupy his thoughts. Ororo for starters and he can't stop the little grin that forms when he thinks of her.

Despite how long he has known her since they started getting closer he has discovered that he really doesn't know her...or at least there is a side of her he has never seen before. One he finds he likes.

Logan's brow suddenly furrows as his nose picks up several scents. He turns his head as Space Boy, Jinx, Stripes, Half-Pint and the Elf come wandering over to him. Now what is this about? "I thought you guys were out playing spy," he remarks.

"I'm insulted. I don't play at anything," Domino responds challengingly. "I do or do not," she says with a smirk.

"Nice Star Vars reference," Kurt congratulates her.

"I try."

Logan rolls his eyes. "Is there a reason you're here?"

"Apart from throwing ya off this cliff?" Rogue says with a positively evil smirk.

"I don't need this," Logan tells them.

Clark moves onto the more serious subject that brings them out here. "How's your knowledge on SHIELD agents?"

"It's been awhile since I was around so patchy. Why?"

"I'll explain in a minute but first have you ever heard of a Sharon Carter?"

Logan's eyebrows rise in surprise at hearing that name spoken. "Agent 13? Yeah, I've heard of her. Never met her."

"Agent 13?" Kitty asks about that.

"It's her codename," Logan explains while looking for an explanation of what this is about.

"That may be her codename with SHIELD but right now she is going by Catherine Grant," Clark informs Logan, his voice tight with a burning anger that is beneath the surface at discovering someone he called a friend, someone who convinced him to start considering a career in journalism, turns out, in reality, to be a spy for Fury.

Logan's hands clench into fists and he resists the urge to pop his claws. "Fury," he growls angrily as he comes to understand everything. "She's been sent to spy on us."

"Yep," Dom confirms.

"You're certain?" Logan just has to ask before he goes postal on what turns out to be an innocent person instead.

"Kitty pulled her communication logs off her computer if you want to see them."

"I'll take your word for it. I am going to gut Fury!" Logan swears.

"That's your solution ta everything," Rogue criticises. "If ya cool your temper we talked it ovah on tha way back and came up with an idea."

"What idea?"

Clark begins to explain it. "If we know she's a spy and she doesn't know we know then surely we can control what she sees and what she reports back to Fury."

"If we confront her or Fury, he'll simply pull her out and send someone else in her place," Domino explains what seems obvious. "This way...well it may not buy us a huge amount of time."

"What do ya mean?" Logan asks for clarification..

Kitty answers, "From her communication logs it seems Fury has been pushing at her to get more information quicker."

"That's typical Fury," Logan reports about the man.

"It also explains what ah saw her doin' with Bobby and Roberto," Rogue points out. "She's been playin' them off each other more and more lately, which is why they have been fighting so much, in tha hope of gettin' one of them to slip up, ah guess and reveal something." Or at least that is what Rogue thinks has been going on.

"She's good. You've got to give her that," Domino says in reluctant praise. "Anyway the point is if Fury is impatient and thinks she isn't succeeding won't he replace her anyway so even if we do what we propose it may only buy us a few weeks."

Logan rubs his face. "We should talk to Chuck. He'll need to know." And then they can decide together on the proper response to this.

"We really do," Kitty agrees.

"Why?" Logan asks at the urgency the half-pint said that.

"Fury has been pushing her in particular for information on me," Clark tells Logan. "Well me and the stones. It seems SHIELD is as stuck as we are in the search for them...which is half-good news I suppose." Good in that SHIELD is apparently no closer than Clark and the X-Men are if what they gleamed so far off the communication logs are to be believed but they only had time to skim over them so far. "The point is we really do need to decide what we do about Agent Carter and make a decision urgently before she either gets suspicious or finds some way to discover what we don't what SHIELD to know."

The group start to walk back to the mansion, to have that urgent talk with the Professor, when Clark spots a familiar pink car parked out front. "That's Cat's car. Did you know she was here?" Clark asks Logan.

"Nope. You didn't know?"

"We returned the back way," Dom explains how they never noticed it.

"What's she doing here?" Rogue asks. "Ah thought Bobby and Roberto were meeting her in town unless..."

"Ah no. Don't say it!" Kurt says, having an inkling what Rogue was about to say.

"Unless what?" Kitty asks.

"Unless she's already managed to manipulate them into letting her down into the lower levels in some attempt on their part to prove which of them is better," Clark states.

"Please. Even they aren't that stupid," Domino says.

"I wasn't stating a possibility Dom. I was stating a fact. I can see them. They're in the lower levels," Clark elaborates. As soon as he saw Cat's car he had started looking for her with his x-ray vision.

Logan growls angrily. "I am killin' those two," he mutters menacingly.

Clark vanishes in a blur and a gust of wind. Kurt teleports leaving the others to sprint back to the mansion.


Down in the lower levels...

"So you're looking for 3 magical stones?" Cat queries with a cute baffled expression as she peruses the walls of this room Bobby and Roberto are showing her.

The two boys advance, pushing at each other to try and reach her first and point and explain.

"They're not..." Bobby begins

"...exactly magical," Roberto finishes.

"They're..."

"Not her concern," a stern, deeply baritone voice interrupts before the two boys can reveal any more.

All 3 spin round to find Superman standing there, his expression stern, his arms folded across his chest.

"Superman!" Cat exclaims in surprise.

"Enjoying the read Ms Grant," Superman returns her greeting. "Or do you prefer Ms Carter?"

"What?" Cat laughs off, with a puzzled expression.

"No? How about Agent 13? Is that better?" Superman asks her, an expectant look, waiting for her to drop the façade.

"I...what?" Cat simply says, still looking very confused.

"Uh...Superman. What is going on?" Bobby asks with his own confused expression.

Superman looks at Cat with a deep penetrating gaze. "Do you want to tell them?" he asks her.

"Tell them?" Cat asks with confusion, looking, or trying to at least, completely baffled.

"You're good at the act. I'll give you that," Superman compliments her in a backhanded way.

"Can anyone clarify what is going on?" Roberto asks, looking equally as confused as anyone else here.

"Cat Grant does not exist. She's an agent for SHIELD sent to spy on us. Her name is Sharon Carter," Superman states it.

Bobby and Roberto look at her.

"I don't know what he's on about. I'm not an agent for SHIELD," Cat says, sounding a little on the defensive.

Superman looks at her crossly, annoyed that she is still trying to maintain the act when he's seen the truth with his own eyes.

"In that case," the Professor says as he rolls in from behind Superman, "you won't mind submitting to a telepathic scan to confirm this."

"Don't be ridiculous. I'm not submitting to a scan," Cat refuses. "I'm not any sort of agent or spy," she denies what they're accusing her of being.

Logan walks in now and growls at her. "Lady I can smell liars...and the stink you're producing is suffocating because you're lying out yer ass."

"And I can hear liars," Superman adds. "Like when I said who you were you're heart rate increased as did your body temperature. Classic signs of lying. I thought SHIELD agents would have been better at hiding it though."

Rogue walks in now. "In case that isn't enough we also copied your communication logs off your hard drive. Want ta see them?"

"I...I..." Then it is suddenly like a switch is hit. 'Cat's' whole demeanour and stance changes and she looks like she physically ages 5 years in front of their eyes. Gone is the high schooler and in her place stands a completely different person, who suddenly looks about to be in their mid 20s and who knows they have been caught. You can almost see her body tense up, ready to defend herself should this turn physical. "I was following orders," she states blandly.

Logan snarls. "You can tell Fury to stick his orders up his..."

"Logan," the Professor interrupts before vulgar language is spoken. Charles looks at the young woman. "Agent Carter," he addresses her by her proper name. He had barely gotten a summary of what was going on but it was enough to raise even his temper but, unlike Logan, Charles kept it restrained.

"You can't have been surprised this was coming. You least of all Logan," she says in reference to the fact Logan use to work for SHIELD and he should know how it works. Sharon looks at Superman and reminds him of the following, "Fury told you he couldn't drop it."

"And I told him he has no idea what he is dealing with," Superman retorts. "You are so far out of your understanding you are doing nothing but endangering yourselves."

"That sounds like a threat." And neither SHIELD, nor Sharon Carter personally, respond well to threats.

"And you couldn't be more wrong," Superman counters her. "I'm trying to protect you from what you cannot possibly understand."

"No-one asked you to."

"No-one ever has to. That's the point."

"SHIELD doesn't need protecting."

"Yes. You do," Superman says solemnly.

Charles brings, what is a debate neither is willing to back down on, to an end. "Logan. Please escort Agent Carter off my property," he says with a deadly seriousness that he rarely uses.

"My pleasure," Logan says with an eager grin to throw one of Fury's stooges out. Logan marches over and grabs her arm. She resists. "Either you walk or I carry you lady. Your choice," he tells her.

Sharon yanks her arm back and walks under her own power. "This is not over. You know this," she chooses to make her final words.

"Give Colonel Fury my greetings," Charles says flatly.

Logan shoves Carter in the back and out of the room.

Clark watches her go. The second he spotted her down here, in this room, he knew that any plan of keeping 'Cat' at arms length to control what SHIELD would learn was over. She had already seen too much so there was nothing to do but confront her.

The Professor turns his attention to Roberto and Bobby. "I cannot begin to describe my disappointment in the two of you," he says and you can hear his disappointment in his voice and see it in his expression.

"We didn't know she was a spy!" Bobby defends himself and Roberto. Roberto nods in agreement because that's right.

"That's not my point," Charles says sternly. "Even if she was just Catherine Grant you should not have brought her down here. There is a reason the elevator is passcode protected. There are secrets other people aren't meant to know."

"Other people know," Roberto argues.

"Yeah," Bobby agrees. "Like Paul and Taryn and...and Clark's friends; Chloe and Pete," he tries to argue in his defence.

Charles remains outwardly calm as he gazes at the 2 boys. "Your logic is flawed," he states. "In each of those cases my permission was sought first. Did you two do that in this case?"

The two boys expression is the same in it being 'Oh shit!' because, no, they never asked.

Charles continues, "Also it was made plain that those people would undergo a telepathic scan by me to assure their trustworthiness. We can easily assume Agent Carter would never have agreed to that." Charles gazes hard at the two boys. "I can remember what it is to be young and to have feelings for someone but as members of this Institute you two have greater responsibilities. If you cannot handle them then you need to reconsider what you are doing here. Now you will go to my office where we will discuss all of this in detail and your punishments. Domino, if you will escort them there please," he requests.

The previously unseen monochrome mutant enters the room, her face unusually stern in its appearance showing she shares the anger and disappointment at the two boys. "Move it!" she snaps in shrill tones.

Bobby and Roberto start to leave, their shoulders a little hunched. They stop next to Clark.

"Uh, Clark, sorry about this," Bobby says. "You know with SHIELD learning stuff about the stones."

Clark fixes a harsh glare at them. "Rogue," he addresses his girlfriend, his voice tight. "Will you please tell them that I am in fact not angry about that. Since we know Lionel Luthor is helping SHIELD they probably know most of this. What I am annoyed at is the fact that half my life story also happens to be on these walls and that I most certainly didn't want SHIELD to know."

Rogue turns to the two boys, her face seething in anger, utterly pissed off at them. "You're idiots!" she snaps, summing it up succinctly.

"Thank you," Clark says gratefully.

"You're welcome."

With that the two boys leave with Domino.

"Do we know what she saw about your life?" Rogue asks with concern for her boyfriend's safety.

Clark sighs and rubs his head. "No. Not completely. Hopefully we caught them before she had a chance to have a close look."

"I'll be sure to ask Bobby and Roberto during our talk," Charles promises Clark.

"Thank you Professor...although this makes our lives more complicated. There are going to be consequences."

"No doubt," Charles says, a little concerned about what those might be but they had no choice but to confront Agent Carter. It was too late to do anything else.

"Yeah. Aren't we just goin' ta have ta wait until SHIELD sends another spy now?" Rogue points out.

"It would take awhile to get anyone close to us again," Charles reasons. "We must find the stones with all the haste we can."

Clark sighs deeply. "Except I'm not sure where to turn to Professor. Obviously Lionel doesn't either or SHIELD wouldn't be spying on us...except they must have been planning to spy on us long before that," he suddenly remembers and that puzzles him a little.

"What do you mean Clark?"

"From our investigation Cat Grant came into existence at the start of the summer which is before this whole thing with the stones kicked off as far as we know."

Charles contemplates that for a moment and comes up with a possible explanation. "It's possible the original plan to spy on us started after our public début in New York. I suspect the government would demand it after all of that and it was simply expanded to include the hunt for the stones after your confrontation with SHIELD in the desert."

"Possible I guess," Clark supposes as he strokes his chin and thinks.

"There was something about communication logs?" Charles queries.

Clark nods. "From her computer. We made a copy off her computer."

"We will have to take a detailed look at the data you brought back from Agent Carter's computer to see if we can confirm any of that and see what picture we can draw about what SHIELD are up to presently," Charles determines.

"Sounds lahke a plan," Rogue says.

Clark nods in agreement. "Yeah...although this might make school a bit harder," he mentions.

"In what way?" Charles asks, curious about where Clark got that from.

"Cat got Principal Kelly to allow me to write for the paper. Now we know how she did it."

"Pressure from SHIELD," Rogue realises what Clark is hinting at. It was probably part of the whole working her way into their lives scam she had going. "And now that's off he can petty much do what he wants. Great," she mutters despondently.

"Not completely," Charles modifies that. "He still has to answer to the school board whom I remain in touch with on a regular basis...although I can't promise your writing career won't suffer Clark." What goes in the school paper Kelly can decide.

"I can have Kitty set up a blog on our website and still post my 'Life at the Institute' pieces if it comes to it," Clark tries to find a bright spot.

Charles manages a small smile. "Well if you will excuse me. I have a chewing out to deliver."

"Give them a double one from meh," Rogue requests because she is so dang mad at those two boys right now.

"I'll take that under advisement," Charles gives the diplomatic response. He turns and rolls out of the room. He had planned to talk to the X-Men about Emma, Shaw, the Inner Circle and the previous incarnation of the team this evening but, by the time he has dealt with this, it will be really too late into the evening. It can wait until the morning he decides. Emma is waiting for his reply after all. In the morning he will reveal the truth.


The SHIELD Hellicarrier...

Nick Fury had just gotten off the comms with Agent Carter. Not the best news he has ever had that she has been made. He wonders how the X-Men did it. Carter had been trained to resist mind probes and she never reported that was how they managed to uncover her. He'll get a full report from her when she gets back.

In the meantime he will have to concoct another means of spying on the X-Men and their 'ally' Superman. For right now Fury was heading through the corridors of the Hellicarrier to have words with a certain 'guest' about something Carter did manage to find out before she was caught.

Fury passes by the two guards standing outside the door as he enters the room to find Lionel Luthor next to Douglas Ramsey(Cypher), sitting together on a couch, playing video games. Luthor and Ramsey had spent most of the last 2 months in each other's company, healing for the injuries they received in the Sahara and had struck up a weird friendship, Fury cannot explain, during that time. Fury let the kid stay because he didn't know what else to do with him. His mutant power and the fact he was close to Magneto makes Ramsey too valuable to send to Child Care Services which is where he would have to go since the kid's parents wanted nothing to do with their mutant son.

"You lied to me Luthor," Fury just goes ahead and says it.

Lionel glances up at the SHIELD director before he pauses the game he is playing with Douglas. "I believe I have been entirely truthful," he calmly argues back.

"We had a deal," Fury reminds him. A presidential pardon for Luthor's help in finding the 3 stones.

"Which I've been honouring and since I am not a mind reader Colonel why don't you just tell me what you are talking about."

"The 2nd stone you thought was in China," Fury begins to raise.

"I told you Colonel I had that temple searched for a month and found nothing. I don't know why you thought you would be more successful." Fury sent a team to go search the temple a couple of weeks ago Lionel knows.

"You forgot to mention the fact there is a map depicting the stone's location," Fury reveals what it was Carter had managed to find out before she was caught.

Lionel's face forms into a mask of deep thought. "Map...map...map," he murmurs over and over to himself.

Cypher helps at this point having translated Lionel's journal for Magneto and therefore read about what Fury is speaking of. "There was suppose to have been a map drawn for the Emperor at the time when the stone was hidden," he reminds Lionel.

"Oh yes!" Lionel says. "Thank you Douglas," he says gratefully to the boy for the reminder.

Cypher smiles at the compliment. Lionel, as it turns out, is a surprising nice man who had kept him company as he recovered from his injuries and spent time with him. More than his own father ever did even before the whole becoming a mutant thing.

Lionel looks up at Fury and gives his explanation for his memory lapse in relation to the map. "Colonel, you must understand that, I have to recite this information from memory and part of the reason I wrote all this down, in that journal, was so I didn't have to remember it. I was a very busy man, with an international company to run, so forgive me if pieces of the puzzle escape me from time to time. As for that map, as far as I recall, I spent close to 20 years looking for it, without success. Even if it has survived all this time I do not know where it currently is."

Fury chews on the toothpick in his mouth as he weighs up whether Luthor is being honest or not. "What about the other stone? Have an inkling?" he asks.

"All I know is that it was in Rome until the fall of the Western Empire. After that it vanishes from history." What Lionel is withholding is the fact he knows you only need to find 2. The one in China and the one, he has discovered, this 'Superman' has. Then you can use the 2 stones combined together to find the 3rd stone. Lionel doesn't know the details of how that works but is certain he could figure it out. He has no intention of telling Fury this because by not telling him Lionel drags this out until he is ready.

Fury will just have to wait until he fully debriefs Carter to see if she discovered anything else...and oh he isn't trusting Luthor for a second by the way. He hasn't done since this started. Unfortunately he needs Luthor. "Well if anything else comes to mind that may be helpful you let me know," Fury tells Luthor.

"Of course Colonel," Lionel assures the man. "I'll give it all the thought I can."

Fury eyes Luthor for one minute more before leaving.

Lionel and Douglas resume their game. "So where were we?" Lionel asks Douglas.

Cypher speaks in binary, directly controlling the computer and the screen switches from the game, which is only a cover for their real activities, to a direct link into SHIELD's mainframe which Cypher had managed to create that allowed him and Lionel to keep track of everything SHIELD was up to and Lionel had convinced Cypher that it was better that they kept this fact a secret to themselves. "Why are we spying on your son again?" Cypher asks.

"As much as I love Lex he has a tendency to make poor decisions. As his father I feel I must protect him as much as I can and that means I must know what he is doing and if anyone knows what he is doing SHIELD would." Lionel pauses and adds more emotion to his tone. "I made mistakes raising him," he says sadly. "I know that but fate gave me a second chance at life and I hope it will mean a second chance at having a good relationship with my son. I truly appreciate your helping me with this Douglas. One day, after I have been pardoned, I will repay you for I am in your debt."

"You...um, you don't really have to do that."

Lionel smiles. "Modesty. A rare trait these days," he says as a compliment to the boy. Lionel returns to what SHIELD is saying Lex is doing. "What is he doing?" Lionel suddenly says in a hiss.

"What?" Douglas asks, worried by Lionel's sudden mood change.

Lionel calms himself and regains control over his emotions. "He has made a partnership deal with Donald Pierce, who is a very bad man," he tries to explain it as simply as he can what it is he sees in front of him on the screen

"Should we tell Fury?" Cypher asks, with that innocence in his eye, not really understanding the games spies play.

"No," Lionel chooses.

"Why not?"

"I know who Pierce is but proving it is more difficult. We need to keep an eye on this and prepare. Pierce will double cross my son and SHIELD and we will have to make sure he fails. We have to play this carefully Douglas. Pierce is a well connected man. We have to make sure he doesn't know we're onto him. We'll keep this between you and I and we will stop him. Ok?"

"Ok," Douglas agrees, feeling that if this is what Lionel thinks is best he will go along with it.

"Good. Now lets us discover everything we can about this project Pierce is supposedly helping my son with. Since it is for SHIELD it must be important so while we must stop Pierce we must make sure the project succeeds."

Cypher could see that and if he is to seize his second chance he must help with what Lionel is proposing. "This may take a few minutes even for me," he informs Lionel.

"That as much time as you need. I'm here with you," Lionel assures the boy who smiles gleefully at having a pusedo-father figure. Lionel smiles...at the boy's naivete. Befriending him is all for a cause, Lionel's cause. Oh Pierce does have to be stopped. Lionel knows what 'Circles' Pierce plays in and they must not get their hands on the project Pierce is helping Lex with. Lionel must discretely find a way to gain control of this project and Cypher is the key to that. Hence befriending the boy despite him being a mutant. As Lionel reads over what it is his son is up he can see more and more clearly this project is what will restore Lionel all the power he lost and then...then everyone who has ever crossed him will pay.


Author's Note: This was truthfully not my original intent for Cat. I really did just imagine her as a periphery character who helps push Clark into journalism but then I got into my head that SHIELD needs to be spying on the X-Men somehow so Cat Grant became an undercover Sharon Carter. Been awhile since we've seen Cypher and Lionel. Thought it was time we caught up. Thanks to everyone who wrote reviews. Next up; The story of the first X-Men and we catch up with the 'fine' students of the Academy of Tomorrow.