Disclaimer: The X-Men aren't mine. They're Marvel's. The characters Leo Dyson, Benj Dents, Tyler Dyson, and Seth Serverus, are all of my own imagination. They are mine.

Author's note:Due to the magic of editting, this author's note is no longer needed! Hoorah for going back and improving!

Enjoy, review. Any comments and/or suggestions are wanted.

The sun hadn't relented a bit. As Leo walked out of the zoo management office the sun hit him with renewed harshness. News crews still buzzed around the zoo like bees to honey. The air was sweet, and promised a good evening.

He took a deep breath, in his opinion; the day was as sour as vinegar.

The parking lot was a short walk away; Leo walked up to a rusting yellow pick-up and clicked his keys. Yanking the heavy door open, Leo glided in and spurred the ignition.

Hopefully it'll start this time. Leo hoped. Enough things had fallen though today.

"Gosh, I'm just a steaming pot of unhappiness aren't I?" He muttered to himself as the engine sputtered to life.

Leo left the parking lot and drove to his apartment complex, the Greenwoods Apartments. The outside of the apartments were a dark gray wood, worn from the elements and years of improper care.

He walked up to the apartment 2E. For the countless time he hesitated, no way that his brother would be happy to hear what happened. Ty was a nice guy, but money was always tight, too many accidents inside the home.

The door was pushed aside and Leo entered in.

It was a rather humble apartment. On the right was a small room with a couch, worn-out recliner and TV. In the right corner of the room was a door leading to the bathroom. Straight ahead was a tiny kitchen, on its left, two doors. The closed one lead to the bedroom he and Benj shared.

Pale computer light spilled out of the open doorway on the left. His brother, Tyler, was typing on his computer. Leo entered into the room.

Against one wall was a bed, the far wall was covered in computer "toys". Numerous colored wired connected a laptop, desktop computer, and modem. Tyler was a gaming programmer, and took it very seriously. Leo's eyes fell to the pile of half melted keyboards in a box shoved up against the wall. Too many accidents.

Leo took a deep breath; the explosion would come sooner or later

At the Xavier Institute

The professor and Kurt went to check on Rogue. When they got to her room, she was still out cold on the floor.

"Rogue!" Kurt yelled as he ran over to her.

She groaned slightly and turned to face him. Her pale face was marked with confusion as she glanced around the room. Her eyes fell on the professor.

"How long was Ah out?"

Xavier chuckled softly, "Not that long"

"And the mutant intrudah?" she questioned as Kurt helped her up.

The professor frowned, "Ray took a shot at him and knocked him out. He's in the infirmary now."

Kurt grinned, "In was quite a chase, you should have seen it! Logan was about ready to explode!"

"Can Ah see him?" Rogue asked.

"Logan? Well of course, I think he's-"

"No, not Logan," Rogue interrupted, "the intrudah. Ah'd like to ask him something."

Xavier looked puzzled, "And what would that be?"

"Why he apologized before he took me out."

"Gaah!" Benj gasped and sat straight up. The movement made it feel like he ripped his side open, and he groaned as he laid back down. His memory was fuzzy, like the electric sparks were still dancing. He opened his eyes to see where he was. It was like a hospital room, but smaller, and less sterile smelling. He looked to his right. A blue fuzzy elf was staring at him, and sitting next to him was the girl with white streaks in her hair. Benj gulped, and sat up.

"Welcome back to the world of the living, buddy." The elf said. Benj looked him up and down. Had he been someone else, he would be completely freaked out, but this elf's mutated skin was not that bad compared to Tyler's. "I'm Kurt, and this is my sister, Rogue." The elf stuck out his fuzzy hand. Before he could shake it, Kurt looked down at his hand, "Sorry about the fur, it's kinda attached."

Benj grasped his hand and said, "No worries, Kurt. My brother has a much worse appearance. Besides, who doesn't like a fuzzy dude?"

Kurt looked at Rogue, "I like this guy!"

Rogue smiled, a rare occurrence.

Benj stuck his hand out to Rogue. "I'm Benjamin Dents. But my friends call me Benj." His face darkened, "my enemies call me Dents, though."

Rogue's leather glove met Benj's rough, sandpaper-like glove, and their eyes met for a second. Benj face flushed, and he turned away. Golly, she was pretty.

Dr. Hank McCoy walked up to the base of Benj's bed. They shook hands. "Hello, I'm Dr. McCoy. I hope I did a good job bandaging you up, oh, and you're shirt is over here." He gestured to the side table. There sat Benj's half-burned green shirt.

Benj's eyes widened, he hadn't noticed he wasn't wearing a shirt. Embarrassed, he looked down at his scrawny build. His own face had elfish features, and they flared bright red.

Hank chuckled, "I'll get the professor, he'll be happy to see you're awake." He left.

Benj sighed and leaned back on his pillow. His head felt like it was cracking in half, and his side still burned under his bandages. Every breath was beginning to hurt, he could feel his lungs tightening. His inhaler, where was it? Trying not to panic, he fished through his pockets. It wasn't there.

Kurt looked worried and confused, "Are you okay Benj?"

"M-my inhaler, I-I can't find it." His chest was tightening and panic was setting in.

Kurt and Rogue started looking around. "There it is!" he plunged under the bed. He came back up with a small silver canister. Rogue took it from his hands and handed it to Benj.

He fiddled with it. Calmly he pressed it to his lips and took three slow puffs. His chest freed up and his breathing returned to normal. "Thanks," he said breathlessly. He could control the air around him, but he couldn't manage to help the air enter his lungs.

There was an awkward silence.

"I have a question for you, Ben." Rogue said turning her green eyes to him.

"Benj, not Ben, not Benjamin. Just Benj. Benjamin is far too sophisticated for me, and Ben isn't enough." He'd been practicing this line since he started school, and people still didn't get it.

Rogue coughed, "Uh, yeah…. Benj, why, why did ya apologize before ya struck?"

Benj paused. He wasn't quite sure what made him do it. "I don't know exactly." He took a deep breath. "It may have been that I just couldn't take you out without apologizing. It was supposed to be a quick in and out, no one was supposed to get hurt. Apparently, that didn't happen" he said, gesturing to his side.

"Which brings us to the subject of why you broke in." the professor had the uncanny ability to "walk" into a conversation just at the right moment. "I'm Charles Xavier, head of the Xavier's Institute for Gifted Youngsters."

"Of course, I'm Benj Dents." He paused. "Uh, sorry about causing such a mess."

"No, it is quite alright, now back to why you are here." He prodded calmly.

Benj sighed, there would be no paddling his way around it. "I'm here because I took a bet. One of my… hmmm, I guess he wasn't my friend, but anyways… I made a bet that I could get in here. Of course Lucius-"

"Wait, you took a bet from someone named Lucius, isn't that a bad sign already? Just his name sounds bad." Kurt interrupted.

"Yeah, one of my oversights, he had been snooping in my family business and threatening me, so I took the bet to make it stop," Benj sighed, he sure was an idiot. "Turns out the guy was betting more on me getting caught by you guys. In hindsight, I should have listened to Vince; he tried to talk me out of it." He brushed the hair from his face, then grimaced and held his aching side.

Charles folded his hands. "Whatever you're intensions, I would like to extend the gift of friendship, you are plenty welcome to stay here."

Benj's face brightened, "Really?" Ever since he and Leo had found out about the X-Men, they had been a source of fascination for them.

"It's pretty nice around here, as long as no one's attackin' ya." Rogue said. Benj's turquoise eyes flashed more remorse at Rogue.

'I'm really sorry, again.' He said to her mentally. Rogue flinched.

"Please, don't do that. Ah can't handle too many additional voices in mah head." She groaned.

Charles had a flash of confusion, but as usual he caught on quick. "You have physic powers as well?"

"Ah, yeah. That's how I took out Rogue, I didn't know her mind-"

"Nah, it's okay." Rogue said, not very convincingly.

"Hmmm." The professor pondered the situation. "Let's call your parents to let them know you are here. Then we can set up an interview for this evening."

Benj's face darkened, his eyes shining with past sadness. "You'll have to call Tyler, my brother slash guardian. All of my parents are dead."

Dyson Residence in the Greenwood Apartments

"¿Qué hiciste?" Tyler yelled. Their family spoke Spanish often at home, and Tyler especially chose it when he was angry. He let loose a string of Spanish curses, as well as several in English.

Leo shrank under the barrage. He was used to being cussed out at school, but never at home. "Ty, relax I still have my job! It's not a big deal!"

"Not a big deal? We were starting fresh, I thought!" Tyler pushed himself away from the computer. He was wearing gray sweats. As he turned around his hood fell from his head, revealing his skin. It was bright red. To add to that he had devil horns a top his head, and no hair. His teeth weren't human, they were like a shark's. Rows of teeth filled his mouth, but Tyler had no problem talking around them. His eyes were a crystal blue, an icy tinge to a body so oriented to heat.

Leo knew that if Ty kept yelling, a neighbor would come by and demand to know what was going on. As mutants, it was very hard to find housing that would allow them, they couldn't risk a confrontation.

"Keep your damn voice down." He whispered.

Ty glared at him. "Do you think I'm joking?" he asked in a quieter tone. He stood up, and his own tail flicked. It was red like the rest of him, and the end looked like a spade off of deck of cards. Altogether, Ty looked like someone's nightmare.

"No, of course not. It's just-" Leo grunted. Suddenly his head felt like it was being torn apart. He groaned and clutched his head. The pain sent him reeling, and he fell to his knees. Leo's vision blurred as he stared at the carpet. He reached out to steady himself, and clutched the carpeting in agony.

"Leo!" Ty yelled, rushing to his side.

"M-my shifts have never hurt before- AHHH!" he screamed. Whenever Leo had shifted before, it had been painless. He never even thought about shifting this time, either. His powers were expanding, to what, he didn't know.

Leo crouched on the floor, slowing shifting from his human form to his lion humanoid form. His nails hardened slowly and tore through his fingertips. Every tiny hair was a pinprick of heat as he shifted, burning his flesh. He yelled out again, his yell mixing with a roar.

Xavier Institute

The professor wrote down Benj's home phone number as Benj said it.

"Alright, I will call your brother right-" Professor X stopped. A small light lit up on the side of his wheelchair. An alert from Cerebro. "Kurt, can you port me down to Cerebro? It would seem that your phone call will have to wait Benj." The professor said. "Rogue, keep him company for a little while. Kurt?"

"Yes professor." The elf grabbed his shoulder and disappeared into a puff of smoke.

Benj turned to Rogue, "What's Cerebro? It sounds like-" his eyes went wide with pain. He began reeling from the same pain as Leo. Their connected thoughts were transferring the pain onto him. In a similar fashion he held his aching head and sat forward. His side wound throbbed with every heartbeat.

Rogue sat forward astonished. "Benj, Benj!" his reply was a groan. "Wait here, Ah'll get Mr. McCoy."

In Cerebro

Kurt and Professor X ported into Cerebro, momentarily startling Hank McCoy, AKA Beast, who had already ran in once the alarms began.

"What have we got Hank?" Charles asked.

"I don't know professor." Hank said puzzled, stepping aside.

The professor rolled his chair up to Cerebro's blinking electronics.

"Discovery, mutant signature detected.

Scan complete, identity confirmed.

Name: Leo Dyson.

Residence: Bayville, Greenwood Apartments.

Age: 17.

Abilities include: super human strength, enhanced hearing and sight, healing factor, and mono-form shape shifting."

Cerebro's electronic voice said. Red lights flashed.

"WARNING. Advanced Mutant Signature detected, proceed with caution."

"Oh dear." The professor whispered.

"I'm afraid, I'm not following." Hank said.

The professor sighed, "An Advanced Mutant Signature is a mutant gene that has been active since birth. It looks like we have trouble. This mutant's powers are expanding at an alarming rate"

'Logan, Scott, Rogue, meet me down in Cerebro. We have a mutant to meet.' Xavier's mental voice rang out.

Rogue was down there in seconds, "Professor! Mr. McCoy! It's Benj, he, he, Ah don't know. It's like his mind's being ripped apart."

"What's going on professor?" Scott asked, running in. He was followed by Logan.

"It seems that our visitor is in trouble, and a mutant with expanding powers as resurfaced." He answered. "Kurt, take me up to see Benj, perhaps we can help him before leaving to see this other mutant"

"I'll go up there too" Beast said, "but I'm taking the stairs."

Kurt and the professor flashed out, leaving behind the scent of sulfur.

Benj had gotten up out of his bed and was leaning against the wall. His head was pounding, but he tried to ignore it to contact Leo. His eyes began glowing with a pink light as he concentrated.

'Leo. What's goin on?' he asked mentally.

'…I'm shifting but- aahhh!- something's wrong, I-!' Leo's mental response was cut off.

"Leo!" Benj shouted both out loud and mentally. He sat back down on his bed, Leo's pain had ceased flowing into him. Suddenly he felt alone. The scent of brimstone in the room caused him to look around. Kurt and the professor were standing on the other side of his bed.

"Are you okay?" Professor X asked.

"Yeah, I'm fine but-" he stopped. He'd just met these people. Trusting them with too much could be his downfall. "It's nothing, just a renewed headache."

The professor looked unconvinced. "Well, okay then. Kurt would you-"

"Yes, professor. Geez, I'm starting to feel like a taxi service!" Kurt complained as they ported out once more.

Leo… Benj thought.

"Aww, come on professor! You've been having me port you back and forth all day! The least you could do is let me come with you!" Kurt whined. He was being left behind.

"Sorry, elf. But there's no room for you today." Logan gruffly said. He, Scott and Rogue were going to see this Leo Dyson. They weren't suited up, but they were still prepared for any sort of fight.

Rogue played with her gloves as Scott switched his normal glasses with his Cyclops visor.

The four of them (including Charles Xavier of course), piled into the X-Van. Kurt complained louder, but Logan turned on the engine and took off, stifling any further arguments.

"So Prof, you didn't completely fill us in on this mutant." Scott said, peering around his seat. "What exactly are we facing?"

"Leo Dyson is a mutant with super human strength, hearing, and eyesight. He also has a rapid healing factor, and is able to change his shape, to what I do not know."

Logan snorted, "You might have told us this before Charles, despite what you think, this kid will be ready for a fight."

Rogue nodded, then had a revelation, "Wait, this mutant's name is Leo? Could it be Benj's brother?"

"It very well might be, Rogue" Charles answered.

The rest of the ride to the Greenwood Apartments was in silence.

At the Greenwood Apartment Complex

The X-Men got out of the van and walked up to the last building.

"The teen lives in apartment 2E." Charles said. "Let's go."

It took less than a minute to walk up the stairs and down the hall. Already at the door they could hear the shouts from inside.

"Is that, Spanish?" Scott asked.

Logan nodded and knocked at the door. One of the voices grew silent, and the other into a hushed whisper.

"Quién- eh, who's there?" a slow voice asked.

"This is Charles Xavier, from the Xavier's Institute for Gifted Youngsters. Is this the Dyson residence?" the professor asked carefully.

The door opened a crack. They could see a partially concealed face behind the door. It was red, a single crystal blue eye was visible. The eye looked them up and down.

"So you say you're the Xavier bunch? Prove it." The voice said.

Logan sighed and extended his claws.

Sssshink.

The eye widened, as did the doorway. "Come on in," Tyler said. "Quickly now." And he shut the door tight behind them.

Introductions were made hastily.

A teenager was laying on the brown couch off to the right. His red spikey hair with bleached tips was wilting, and his face was covered in sweat. Claws extended from his fingertips, which were bloody and raw. The pads on the underside of his hands had only begun to appear. The teen's sweat-drenched white T-shirt clung to him, his chest heaving. Small golden hairs covered some areas on his body, but seemed to have forgotten others. The right side of his body bulged with muscles, while the left looked deflated. His amber eyes stared at the ceiling blankly.

"My gawd…" Rogue whispered.

Charles turned to Tyler, "How long has he been like this?"

Tyler shook his head and knelt next to Leo. "It started nearly 25 minutes ago… can you help him? This is the longest a shift has ever taken for him."

Charles came over and looked at the young mutant. "I'll try and make mental contact. I just hope we're not too late." He pressed one hand to his temple, and one to the teen's.

'Leo' the professor said mentally to the teen. 'Can you hear me?'

Leo's eyes flashed in recognition. 'Sir, you're inside my head. How could I not hear you?' Even though his mental voice was weak, it still held onto his characterizing sarcasm. Suddenly his body shook with a renewed spasm. Verbally he yelled out.

The professor continued to probe his mind, which was a confused and dark mess. Leo felt the professor's push in his mind, and shoved back. He could, and would do this alone.

The professor's head whipped back.

"Professor!" Scott yelled, coming to his side.

Charles rubbed his head, "Leo appears to want to do this himself."

Leo's head was swimming. He could feel the thrum of power all around him. From behind Scott's visor, the lights, even from the ends of his fingers; there was power. The power inside him came to a focus point in his chest. He yelled out again, snapping his head up. The fur receded, and all presence of his shift faded.

Slowly, with some help from Ty, Leo sat up. His appearance was more feline, and a faint amber glow came from under his shirt; right above his heart. He grinned like a lunatic. Flicking his tail like nothing happened, Leo shook the professor's hand.

"Leo Dyson, sir. Pleased to meet you." He said. The X-Men stared, dumbfounded.

Logan shook his head. "Well kid, you've got some nerve. Welcome to the X-Men."

Charles Xavier regained his composure and said to the two Dyson brothers, "Why don't you come with us back to the Institute. I have a feeling that is where you both belong."

If the last chapter left you wondering, "Hey, what's this? Where's the other X-Men?" I apologize, the first two chapters are intros for these new characters. I promise, after this it'll be more about all of them as a team.

One more thing, in this chapter I eluded to a possible romance between Benj and Rogue. Just as a head's up, I don't plan on bringing Remy/Gambit into this story. He's a little too uncontrollable for me, so this possible romance will expand. Besides, the Rogue and Gambit thing has been worn to death. He was barely in the series.