AN:
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Previously on X-Men: Standing Guard:

The Heli-Carrier floated gently over the North American continent, heading from the west to east coast. S.H.I.E.L.D. had picked up the X-Men and Ms. Marvel from the Golden Gate Bridge, and all were receiving medical attention. Charles sat thoughtfully on the bridge of the S.H.I.E.L.D. Heli-Carrier. Directory Nick Fury of S.H.I.E.L.D. walked on-bridge and Charles rolled to face him.

"I thought you had your girl under control, Charles." Fury greeted.

"As did I. She asked for a collar to suppress her powers, make sure she could only use her powers to knock out people. She said she didn't want memories and powers in her. The collar worked while she was…while she took us out, but when it came to Ms. Marvel, it must have overheated. I've never seen her act that way before. It was like she was being electrocuted, like she couldn't let go." Charles replied.

Fury sighed and pulled up several images for Charles.

"Media is already all over this: X-Men Betrayed. There's no footage from on the ground yet, and when it pops up, we'll erase it, but it's still very obvious the news is getting around."

"What of the students?" Charles asked.

"They're all fine and nursing headaches." Fury replied. He paused. "Ms. Marvel on the other hand…our doctors are operating on her, but she's in a coma and we're not sure when she'll come out of it. I can't believe this is happening again…"

"Again, Director?" Charles asked.

"Ah, this isn't the first time Rogue has put someone in a coma. The third time, actually."

"And how are they faring?" Charles asked.

Fury stared straight ahead. "Still asleep."

Charles sighed. "I knew this was too dangerous, with her powers, her instability…"

"Don't blame yourself, Charles, you couldn't have known this would happen."

"But I should have!"

Fury looked at him, then minimized the screen displaying the story about the X-Men, and pulled up an image with a news report from New York City.

"Nathaniel Essex, the Worthington Labs scientist who was working on the mutant Cure, went screw-loose on the inhabitants of New York General. He blew off the doors, caused a bit of havoc in New York City, then disappeared underground. We haven't been able to find him. Speaking of Worthington, I'm surprised to see Worthington Number Three in your little roster of mutants."

"He would appreciate it if you kept his identity a secret." Charles said with a smile.

"Of course." Fury nodded. "Here's the problem: Essex is a mutant, that much we were able to detect before he disappeared. He's very dangerous. We can't find him, though. If you can use Cerebro to locate him, I can send in a S.H.I.E.L.D. kill-squad and take him down."

"No." Charles replied.

"Charles—"

"No. He's a mutant, he's probably traumatized because of his work on the Cure, and he just needs some guidance. I will find him and bring him back to a safe location."

"Charles, he's dangerous and needs to be dealt with."

"He's a mutant, I need you to trust me."

"Trust you?" Fury asked, rather loudly. "After that little fiasco on the Bridge? An Avenger is down, Charles! Find Essex, give me his location, and we go in fast and hard. Final!"

Charles glared at him and rolled away.
-

The purple portal blinked open in a former Worthington Industries Warehouse on Genosha. Genosha had once been a peaceful island, dedicated to united scientific research around the world. Then the mutants came and drove the humans out. Now it was the new, on-the-map, headquarters for Magneto's army. The island had excellent defense systems that would require an entire Heli-Carrier to take down and an army to invade. S.H.I.E.L.D. didn't have those resources to spare.

Magneto, Blink, Havok, Spyke, and Mystique exited the portal, followed by Rogue.

"What the hell?" Pyro exclaimed. "What's she doin' here?"

"Stand down, Pyro." Magneto ordered. "Rogue has joined us."

"What? Why? How do we know for sure?"

Rogue pulled the blue thumb-drive out of her jacket pocket and waved it in front of Pyro's face.

"What the hell is that?" Pyro demanded.

"Proof that Magneto didn't destroy Worthington Labs." Mystique replied. She glanced at Rogue. "So she claims."

"Check it out for y'self if ya don't believe me." Rogue retorted, tossing the thumbdrive to Mystique. Mystique glanced at her, but plugged the thumbdrive into a computer and started skimming files.

"How do we know she wasn't planted here by Xavier?" Havok demanded.

"Because, when I was on that bridge, not only did I take down Xavier and his little pets, but I also took down Ms. Marvel. Hard."

"Ms. Marvel?" Toad asked. "Ain't that the new hottie Avenger?"

Rogue smirked.

"She didn't just take her down," Blink exclaimed. "She drained the woman of everything and dumped her in the river!"

There was stunned silence, then a voice Rogue had not been expecting called. "Chere?"

"Gambit?" Rogue asked, shell-shocked. Gambit pushed his way past Toad, who let out a small burst of expletives in his direction, and walked up to Rogue.

"What are you doin' here, Cherie?" Gambit asked.

Rogue just blinked and looked at him. "I-uh-What the hell are you doin' here?"

"I had no where else to go. Domino, Longshot and I tried to take over the Assassin's Clan and Thieves' Guild, but got no-where. I came here to Magneto, he took me in." Gambit put his gloved hands on Rogue's arms. "What are you doin' here, though?" he asked in concern.

Rogue had collected herself by now. She smirked, her white hair falling down into her face. "I decided to join the winnin' team."
-

"What the hell-?"

"Is that—?"

"The Avengers?!"

"They must be pissed!"

"Think they're here to shut us down?"

The Quin-Jet touched down in the front lawn of the Xavier Institute right next to a modified S.H.I.E.L.D. Hellier-Jet painted red and white. The X-Men, excluding Angel who had gone home, debarked from the Jet and stared in awe at the craft sitting on the front lawn. They made their way to the front door of the Xavier Institute. Jean was waiting outside. She levitated Charles up onto the landing and held open the door for him.

The Avengers were inside. Iron Man in his red-gold armor, Thor, red cloak billowing behind him, Ant-Man, red-black suit and silver helmet gleaming, Wasp, a black and yellow blur buzzing around Ant-Man's head, Bruce Banner, standing in a purple shirt and dress-pants, glasses on his face, Falcon, his white and red uniform hiding the muscle underneath, and Quicksilver, the second-newest member, tapping his foot impatiently, his light-blue and white suit hugging slightly too tight to his frame.

"Holys shit." Bobby muttered.

"Side room, now." Jean ordered, giving the group a telepathic shove away. When the students had closed the door behind them and disappeared from sight, everything was absolutely silent. Finally Iron Man broke the silence.

"We need to talk."
-

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X-Men: Standing Guard
Season 2 Episode Four
"Grey Areas"
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"What's going on?" Bobby asked eagerly.

"I don't know. I can't hear because you're asking me every five seconds." Kitty grumbled. "Shut up!"

"Can't you just phase and turn invisible?" Bobby asked.

"Can't you just shut up?" Kitty demanded. Lorna giggled. "Besides, they'd know I was there."

"They're all in there?" Amara asked.

"Yeah!" Bobby exclaimed. "Iron Man, Thor, Hulk, Ant-Man, Wasp, Falcon, even Pietro!"

"I still can't believe they let him into the Avengers!" Lorna muttered. "Why can't I be in the Avengers?"

"Yeah!" Bobby agreed.

Amara glanced over. Laura was watching begrudgingly from a distance. She folded her arms. She had met the Avengers once before. She had almost killed them all too…Wait, how did she know that? Laura clutched her head and walked out of the dark room quickly, heading for the stairs. She could hear Amara following her.

"Laura!" Amara exclaimed. "Laura!"

"I am fine." Laura replied.

"Do you want to talk about it? About Rogue? I know you two were like sisters, or whatever, but—"

"This is wrong." Laura said simply.

"I know, Laura, I know. I can't believe she did this!"

"She did not." Laura replied. "I have known Rogue for as long as I can remember…clearly…and this is not her. She would not simply betray us like this."

"Rogue, she lost her powers, the love of her life, and has been basically shunned the rest of us for our own separate reasons. It's no wonder she left!"

"No, something else is going on here. I am going to get to the bottom of this."

Laura continued her ascent up the stairs. Jubilee came around the corner. "Is Laura all right?" she asked, munching on a candy bar.

"I don't know." Amara replied, watching the clone go.
-

Rogue glanced around the room, looking for everything she would need: hiding places, weapons storage that was hidden, but not out of reach in a pinch, multiple escape routes…

The room was a decent size, half the size of her room at the Xavier Institute, but it would do. There was one window looking out over the ocean. She could make a jump down into the water and maybe swim for it if necessary. There was a bed in the corner furthest from the door, covered in light blue and white sheets. A bathroom was opposite of that. There was a cabinet by the door, good for barricading herself in. She looked at the floor and tapped lightly. It was wooden planks and hollow beneath. She grinned.

Rogue straightened up. Someone was behind her, leaning against the door on one hand.

"Gambit!" Rogue exclaimed.

"Rogue," Gambit replied, not as enthusiastically. "Whatcha doin' here, chere?"

"You've asked me that three times," Rogue said, turning back around to face the Cajun. "Stop."

"You never answered me." Gambit replied, walking into the room.

"Yeah I did." Rogue replied, pulling the pistol out of her ankle sheath and placing it on the bed. "I'd had enough of bein' a victim."

"The Rogue I know wouldn' jus' abandon her friends w'out a better reason." Gambit said.

"Fine, Remy," Rogue exclaimed, whirling around to face the Cajun, her white hair landing in her face. She grabbed it and shoved it to the side. "I lost m' powers, an' they can't do anything 'bout it! Because of m' powers, I lost you, Remy…I lost you. Then instead of tryin' t' help, everyone just moves to the side when I come through, to avoid me touchin' 'em! I'm tired of working for the good guys!"

Gambit studied her. "No, I don't believe you."

"Well, ya gonna have t'." Rogue replied fiercely. Her hair had fallen in her face again and she shoved it to the side.

Gambit studied her a little more and a small smile came to his face. "You never defected."

"What?" Rogue demanded, tossing her cell-phone on the bed.

"Ya never left Xavier, yo're still workin' for 'im."

"What?" Rogue demanded. "Are you nuts?"

Gambit picked up her phone. "You'd've never brought the phone here. They can track it. You didn't exhibit powers from drainin' the X-Men…" Gambit touched her collar gently and Rogue cringed to prevent skin-to-skin contact. "And this collar ain't yo'r style."

Rogue stared at him.

"You're a double-agent." Gambit said, smirking. He backed up, making a pistol motion with his finger. "Double-naught-Rogue."

"Gambit-!"

Gambit disappeared out of the doorway.
-

"Dr. Nathaniel Essex…Essex…No, no, no, wrong, all wrong, can't, no, no…" Essex clutched his head and picked up a vial, staring at it. He dropped it and caught it with his mind, laughing.

"Sinister!" He grinned, a light coming into his eyes. "Yes! Sinister! Sinister! Mister Sinister!"

Essex pulled several trays with DNA in them out of an incubator. He glanced at them and smashed them on his leg, dancing around, laughing, cursing, shouting his own name.

"No, no, no. New mutants. New mutants! Yes, yes, yes! New mutants, more DNA, more power!"

Essex looked at his fist and hit himself in the eye.

"No, no, no, SINISTER! Where to go, where to go, where to go? Shopping, abducting, killing, murdering, fun, fun, fun! Where, where, where?"

Sinister slammed his fist on the table and his telekinetic energy, red ribbons, sparked around the dark laboratory. The television flickered on.

"…the surprising betrayal by X-Men member we only know as Rogue. Ms. Marvel's condition is still unknown, but the X-Men made startling efforts to save her life…"

"X-Men." Sinister hissed, pressing his face to the television screen and licking it. "Here I come!"
-

Laura had just placed her history book in her locker and grabbed her Algebra book. She turned around and ran into someone.

"I am sorry—Jullian?"

"Hey there, Laura." Jullian grinned, flashing that dazzling white smile at her, his green eyes shining.

"What are you doing here?" Laura asked.

"Looking at you." Jullian replied with that same smile that so disoriented Laura.

"How did your math test go?" Laura asked.

Jullian shrugged his shoulders. "I don't know. I had this beautiful, brown haired, brown eyed girl in my mind all morning, just couldn't get her out…" Jullian leaned down, trying to kiss Laura. Laura pushed him away.

"Not here!" she exclaimed quietly, glancing at Amara at the end of the hallway with her friends. She grabbed Jullian's hand and dragged him around the corner and into the deserted library. She looked around, then leaned up and pressed her lips to his, wrapping her arms around his neck. Jullian returned the kiss, placing his hands on her back, pushing her body into his.

"Is that better?" Laura asked.

Jullian raised an eyebrow. "Is that a trick question?"

Laura laughed breathily. She glanced at the clock on the wall. "We should get back to our classes before people become suspicious."

Jullian grinned, not removing his hands from her back. "If you insis—"

A loud explosion sounded. Chunks of light-blue and white wall were thrown inwards. Bookshelves were knocked down. Smoke filled the air. Laura and Jullian were knocked against the wall and fell to the ground. Laura coughed and dragged herself behind the overturned study desk the two had been standing next to. Jullian hauled himself next to her.

"What—the hell?" he demanded. "Is this someone's idea of a prank?"

Laura snuck a peek over the desk before ducking back down. "Five men, one leader, four guards. Not a typical school shooting."

"Very observant." Jullian noted, almost unconsciously saying it out loud. "What do we do?"

"Stay down." Laura ordered. "Give me a moment."

Laura reached up and tapped her ear comm once, twice, three times, then three more times for slightly longer, then three more short taps. S O S in Morse Code. Every member of the X-Men knew it. She tapped her ear comm a total of three times (for maximum chance of the others receiving the message), and let go.

"Stay down." Laura urged. She glanced around the corner and got her first look at the attacker. He was tall, with white, burned skin and exposed muscles. She could see them at work as he overturned a table. He had a small remnant of smooth, black hair on his head, his eyes were dark and glowed with a red energy. He was dressed in black pants, red shirt, and a white lab coat. His four guards were probably hired guns, all dressed in ski-masks and casual clothes, sporting heavy assault rifles.

The hole this man had blown in the wall was large enough for a car to drive in. It opened into the main road. Shops glowing with "OPEN" signs and deals displayed in their windows lined the streets. People were panicking, running about. One man came out of his store with a gun, but the white-skinned man's guard shot him down in the street, arousing screams from a group of schoolgirls huddled in the corner.

"Ladies and Gentlemen! My name is Mr. Sinister!" The white man spoke. Groups of children were huddling about the doorway, glancing inward. Laura was wondering what was taking the X-Men so long to get here.

"Now, I'm not here to hurt anybody…much…I'm just here for some mutants."

Mutants? Whispers ran through the air. A police car screeched up behind Sinister and it suddenly flipped, landing on its roof. Sinister smiled and continued roaming the library. Laura jerked her head back and stared ahead, breathing deeply. Most telekinetic people had to at least move a body part to flip something as large as a police car, Sinister had done it without blinking.

"Holy Hell." Laura whispered, another phrase she had picked up from Rogue. Rogue…No, she couldn't think about that right now.

"The X-Men in particular. I am aware several of their members attend school here. I've tracked them. I just don't know who they are. If any of you do, please offer them forwards."

Whispers continued to run through the students. Sinister waited about thirty seconds before sighing and signaling for one of his men to grab one of the school-girls, who squealed.

"All right, new plan!" Sinister announced loudly. "I start shooting students until an X-Man grows a pair!"

Laura heard a gun cock. She turned to Jullian. "I am sorry, Jullian." She said, before standing up. Sinister glanced at her with an amused expression on his face.

"Hello, little girl." He smiled.

"You are looking for mutants?" Laura asked.

"Mmhmm." Sinister replied, amused.

Laura glanced around, waiting for Lorna, Amara, and Bobby to come bursting in, but nothing happened.

"Why? Do you know one?" Sinister asked.

Laura didn't reply. She glanced at Jullian one last time and took a deep breath before slowly sliding her claws out. Sinister's eyes widened and stunned whispers ran through the student body. A mutant? Here?

"Wolverine's daughter…" Sinister whispered.

"He is not my father!" Laura hissed. Two more police cars met the same fate as the first. "Stand down, now."

Sinister smirked. "I'd ask you to come quietly, but that isn't going to happen, so I'll just shoot this girl and take you myself."

Laura leapt. She had taken the time she had been talking to Sinister to study her opponents. The man holding the girl was within her reach. She had been coiling her legs like a cat before it pounced on a butterfly. Laura soared through the air, flipped, ejected her foot claw, and sliced the gun in half before digging her claws into the first man's shoulders. She grabbed the school-girl and tossed her back towards her friends. The other three soldiers opened fire on her. She yelped and dropped to the ground.

"Laura!" Jullian exclaimed.

"Stay cool, kid." Iceman exclaimed, freezing the boy's feet to the floor.

The X-Men had arrived. Iceman, in full ice-form, Lorna, dressed in her uniform, Amara, in full on magma mode, Lyla, ball cap and domino mask tucked low on her face, her fists at the ready. As soon as all four X-Men were in the room, Bobby sealed up the doorway with ice.

"You wanted mutants?" Bobby asked. "Now you got four!"

"You can come willingly, or meet the same fate as your friend." Sinister smiled. "I don't need you alive, I just prefer it that way. More fun."

"Who? Me?" Laura asked, standing up, the bullet spitting themselves out one-by-one. Jullian stared in amazement.

"Get them!" Sinister exclaimed.

The three armed guards ran forward and opened fire. Bobby panicked and raised an ice shield in front of him, standing behind it. Lorna used her powers to snatch the guns from the men's arms and drop them on their heads, leaving them unconscious.

"Tell you what, you come willingly or meet the same fate as your friends." Lyla smirked.

"Oh, I knew they weren't a match for you." Sinister said. "I just needed to draw you out."

With that, Lorna felt herself thrown into the wall. Sinister dropped her, her head hitting a bookshelf on the way down, leaving her unconscious on the floor.

"Polaris!" Bobby exclaimed. He fired a beam of ice at Sinister, but the mad scientist redirected it to hit Laura in the head before slamming full-force into Amara, who yelped and reverted to human form, her skin smoking.

Laura was already back up, swinging her claws at Sinister. He grabbed her body and hoisted her in the air, throwing her into Bobby before darting forward at almost in-human speed and grabbing Lyla by the throat, strangling her.

"Let her go!" Amara shouted, firing a burst of heat at Sinister. He re-directed it to Bobby, who yelled in pain.

Lyla fell to the ground, unconscious and barely breathing.

At least half a dozen police cars screeched up outside of the school and officers got out, opening fire on Sinister. He re-directed the bullets to Laura, who took them and collapsed to the ground once more. Sinister looked around and started floating out, Lyla and Lorna's bodies floating behind him.

"Lyla!" Amara exclaimed, trying to grab onto the blonde girl's hand, but too late. Sinister ascended gracefully into the sky, the two girls following him, before rocketing away into the clouds.

Police officers rushed in. Jullian broke the ice around his foot, standing up to stare at Laura. He started towards her, but she sent him a sorrowful, firm look that said "No".
-

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Now, an Exclusive Look at the Next Episode of Bishop
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Sneak Peek
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This is the second in an epic two-part, game-changing X-Men event!
-

"What you did was very brave, Laura." Jean said comfortingly.

"I still did not stop him, even though I could have."

"Dude was an Omega Level mutant. He could flip cars without blinking!" Bobby growled. "Not even you can do that, Jean."

"Laura, there was nothing you could have done, not alone."

"But there is something we can do together." Charles said, rolling out into the smooth, white hallways with the entire body of the Xavier Institute, minus Storm, Rahne, and Roberto who were on a mission to Germany.

"Cerebro located his mutant signature?" Jean asked.

"Yes. He's hiding out in an old S.H.I.E.L.D. Laboratory in West Virginia. We need a small strike team to go in, rescue his hostages, and return him to the Xavier Institute." Charles said.

"Why not just call in S.H.I.E.L.D.?" Scott asked.

"Because S.H.I.E.L.D. will kill him. Every mutant deserves a second chance, no matter what they have done." Charles replied. "Besides, it is better if we go."

"Good," Bobby said, punching his palm, icing over his body. "I've been wanting to kick this guy's ass."

"No," Charles replied. "You will stay here, Bobby."

"What?" Bobby exclaimed. "But he took Lorna—"

"Exactly. Your emotions will compromise this mission. I am sorry, Bobby, but it is imperative for her safety that you remain here."

Bobby glared at the Professor before storming off.

"So who's going?" Amara asked.

"Myself, Kitty, Jean, Scott, Jubilee, Laura, and you, Amara, will compose the strike team."

"Are you sure you should go, Professor? This guy is pretty powerful. He has mental capabilities; he may be able to block you out."

"Telepathy and Telekinesis is a very rare combination." Charles said. "I find it hard to believe that he possesses both of these powers. Besides, I may be able to calm him down or restrain him while you free Lorna and Lyla."
-

"We can't have our children mingling with these monsters!"

"ALL MUTANTS REGISTER!"

"I don't feel like my kids are safe in school with these freaks!"

"ALL MUTANTS REGISTER!"

Protestors had stormed Washington, D.C. after the news out of Manchester, New York that a mutant high-school student had been exposed during a mutant attack on the school. Thousands of protestors carrying signs wearing anti-mutant T-shirts, screaming at politicians to fix the problem with this country.

"Sir, protests are picking up. Should we move you to the emergency bunker?" a Secret Service Agent asked President Robert Kelly.

"No," Kelly smiled, watching the protests from behind the bullet-proof glass of the Oval Office. "They know I stand with them."

The agent nodded and returned to his position. Kelly continued watching the protestors marching down the street.
-

"Sir, this is the last location Nathaniel Essex was seen before he disappeared." Assistant Director Maria Hill said. "Perhaps he returned here after abducting the two children?"

Director Nick Fury of S.H.I.E.L.D. stood, hands clasped behind his back, dark trench-coat still, his one good eye surveying the images of the green trees below. "What's down there, Hill?" he asked.

"The former Sentinel Project base. After Rogue and X-23 escaped, they had to relocate the base in case the two came back. It has everything he would need: food, supplies, medicine, and near impenetrable blast doors." Hill said. "It also has holding cells designed to restrain mutants."

Fury nodded. "Get a strike team down there now and find those mutants."
-

The Blackbird landed silently in the clearing. The base the X-Men had tracked Essex to was located in a forest. The only place to land was in the clearing half a mile from the base. The clearing itself was roughly 150 yards wide, semi-circular, and covered in green grass and bright flowers. The forest surrounding the clearing was pine. The tall, skinny trees waved in the wind, shaking loose pine cones and dropping them onto the forest floor. The ground was covered in decaying pine-needles and had a rustic-brown color to it.

The Blackbird's boarding ramp opened with a hiss and the X-Men descended onto the ground. Storm clouds rumbled above, and in the distance lightning flashed. A gentle sprinkle had already started and promised to grow into a torrential downpour as the day went on. The bitter wind and cold temperatures nipped at the X-Men. Amara considered lighting herself to provide warmth, but didn't want to start a forest fire, so she huddled in the thick jacket she had brought with her. It was especially cold for a fire user.

Charles was in his floating wheel-chair again, making it much easier for him to traverse the forest. Jean and Scott were in their uniforms for the first time in months. Jean had changed her uniform. She wore a burnt orange top with a large yellow X-Men logo in the middle of her chest. The shirt was flexible, and yet acted as a form of body armor and padding. Her pants were the same burnt orange with yellow patches over the knee, and lines dragging the sides of her legs. These, too, acted as body armor. Over this she wore her original black trench-coat, the X-Men logo on each shoulder in yellow still. She wore black leather gloves and black combat boots, just like all the X-Men. Her stunning red hair flowed in curls over her shoulders.

Scott's costume was a dark crimson body-suit. The suit had a large, bright red "X" crossing over his chest. The same bright red was used to highlight his uniform, shoulder padding, knee padding, and even his belt. He wore a mask, unlike his wife, because of his destructive power. Before, Scott had used a visor that could adjust the frequency of his blasts, but that was hands on and had proven to be too risky to use on several occasions. Now, Scott wore a cowl made of the same dark-red material as his uniform. A second "X" crossed over his eyes and united the laser beams he shot from his eyes into a single beam. This beam's frequency could be adjusted by Scott using only his mind. He no longer had to use his hand to ensure safety.

Amara wore the same type of costume Rogue had, with a slight difference in colors. The body-suit was black, not green, and a large yellow stripe ran from her neck, covered her shoulders, and sloped down to her belt where it stopped. The black X-Men logo was on each shoulder. She had a V domino mask on her face to keep her identity a secret.

Kitty wore the same blue costume as before as did Jubilee, her dark blue and pink costume contrasting sharply with her yellow trench-coat. She wore no mask. She had ear-buds in each ear, her eyes closed, her head swaying to some punk rock. Laura was finally able to remove that domino mask she had found so itchy. On one hand she felt better, on the other, not so much. She missed Jullian already. He wouldn't accept her now that he knew the truth: that she was a mutant.

Jean and Scott were at the back of the group, talking, Kitty and Amara were at the front, walking with Professor Xavier. Laura glanced over at Jubilee, still nodding to her music, and made a split-second decision, something she normally did not do, and walked over, tapping the spiky-haired girl on the shoulder. Jubilee opened an eye, stopped her music, and pulled an ear-bud out, looking at Laura.

"Hey, Talon." Jubilee greeted. Jubilee had suggested the nick-name Talon to Laura earlier, but Laura had already taken the code-name Wildecat so Jubilee had kept it as a nickname. "What's up?"

Laura bit her lip, another thing she didn't do very often. Jubilee stared at her. "Are you alright?"

"You are aware of what transpired at school earlier today?" Laura asked.

"Uh-huh." Jubilee replied. The rain was starting to come down a little harder now, but the X-Men were already under the roof of the forest.

"Jullian was there." Laura said simply, staring at the ground.

"Oh." Jubilee said simply, staring straight ahead. "I totally forgot about that part."

Jubilee was the only one Laura had told about her boyfriend. Jubilee was very supportive and didn't make fun of her, which is why Laura chose her over Amara.

"So he broke up with you?" Jubilee asked.

"Not yet," Laura replied. "He has been calling all afternoon. I do not wish to take his call. Nor do I wish to return to school tomorrow."

"Well, I doubt you'll be going back anytime soon, especially after what happened. Stupid pig-headed saps."

Laura glanced at her. None of the other X-Men used that offensive term. It was "the n-word for humans" as Amara had described it, although she had pointed out some humans deserved the title.

"Wait," Jubilee said, pulling her ear-buds out completely and tucking them into her coat. "He's been calling all afternoon?"

Laura nodded and muttered "yes."

"He doesn't want to break up with you, Laura!" Jubilee exclaimed, quietly.

"How do you know this?" Laura asked, tilting her head at the Asian.

"If he didn't want to be with you, I highly doubt he would have called once, much less all afternoon! He's probably worried about you!"

"But what if you are wrong?" Laura asked. "What if he is calling to-to-to tell me how horrible it is to be a mutant?"

"That's the thing about life." Jubilee smiled, placing a hand on Laura's shoulder. "Nothing is guaranteed, you have to take chances. You might get your heart broken or not. I still say he wants to be with you."

The group had stopped and Laura stood there, shifting her weight from one foot to the other, debating in her head. Before she could reach a decision, Kitty made a shushing motion and gestured for everyone to be quiet. She phased and slipped into the ground. There was a quiet moment, then Kitty appeared ten yards ahead of them. She pushed aside some bushes to reveal a trapdoor in the forest floor. She hauled it open and glanced inside before jumping in. The rest of the X-Men descended, Professor Xavier lowering himself in carefully until he was hovering over the floor.

The seven mutants moved forward, but suddenly found a red force-field around them. They were trapped.

"As Admiral Ackbar would say…" Kitty started, but before she could finish the sentence, electricity arched through the hallway and struck each of the X-Men, leaving them unconscious.
-

The belle sat on her bed, gun in her hand. The gun was designed and painted to look like it was made of metal, but it was not. The gun was made of plastic, as were the bullets. The knife Rogue had attached to her hip was made of plastic too. She had exchanged all of her weapons to be made of plastic so the Master of Magnetism had no control over them.

She had everything she needed on her: weapons, food, radios, ammunition, everything. She expected Magneto to walk through that door any minute now. She would complete her mission: take out Magneto, and leave, hijacking a boat she had seen earlier on the beach, and heading for Africa. From there she would take a flight to America and get to either S.H.I.E.L.D. or the Institute as quickly as she could.

The door creaked open and Rogue leapt to her feet, aiming the gun at the figure entering the door. He yelped and raised his hands in the air.

"Que Enfer!" he exclaimed. "Rogue!"

Rogue lowered the gun. "What the hell are you doin' here, Gambit?" she demanded.

"I came by t' talk t' ya." Gambit replied with a charming smile.

"What? Ease me down so when Magneto comes I can't get away?" Rogue demanded sharply, the gun still in her hand.

"What?" Gambit asked.

"Did Magneto send you here to soften me up 'fore he comes in and locks me away?"

Gambit was completely confused. "What are you talkin' 'bout chere?" he asked.

"You told Magneto I was a spy!" Rogue exclaimed quietly. "You told him Xavier planted me here!"

"What?" Gambit exclaimed. "Non!"

Rogue studied him carefully. "You didn' tell 'im?" she asked.

"No!" Gambit exclaimed. I wouldn't do that to you, Rogue!"

Rogue set the gun down on her nightstand and clicked the safety on before turning back and studying Gambit, arms folded over her chest.

The Belle was dressed in her X-Men uniform: green and yellow skin-tight suit. Because the cold was setting in, she had replaced her normal brown motorcycle jacket with a black trench-coat, the insides lined with light grey fur.

Gambit was dressed in dark jeans and a purple sweater, his rusty brown trench-coat thrown on over that, his red-on-black eyes staring at her.

"What're ya doin' here then?" Rogue asked.

"I wanted t' talk t' ya." Gambit said, opening his arms wide.

Rogue eyed him suspiciously, but finally sighed and sat down on her bed. Gambit looked around and grabbed the chair by Rogue's desk, placing it backwards and sitting in it, looking at her, admiring her. Rogue's red hair was flowing in curls now, hanging about mid-back. The curls seemed to move as if they were liquid. Gambit let a small smile escape to his lips.

Rogue looked at Gambit and placed her head in her hands. "A'right. I'll start from the beginnin'."

Gambit raised an eyebrow, but sat silently.

"About two months after the Days of Future Past event, Director Fury approached Professor Xavier." Rogue started. This was a lie. She had approached Fury with the plan and Fury had in turn approached Wolverine, who had approached Xavier. "It took some convincin', but Xavier finally agreed to the mission. Only Xavier, Fury, and Logan know what I'm really doin'. Oh, and X does, probably. I feel I left enough hints."

Gambit cocked an eyebrow, but remained silent. Rogue continued.

"We had a lot to prepare for. We needed a plan of action on getting' in, how t' take down Magneto, contingency plans out of Yazoo...we needed drugs, weapons, communication devices, everything a normal spy would need." Rogue had the urge to yelp out "I'm a spy!" to Gambit, but she couldn't. God she hated keeping secrets.

"So that's the plan?" Gambit asked after a moment of silence made it clear Rogue wouldn't be continuing. "Take down Magneto and what…take 'im to S.H.I.E.L.D.?"

"Exactly." Rogue replied. "I also get to cripple Genosha."

Gambit nodded. "One thing doesn't make any sense, no matter which way I turn it. When you first came up with this plan, Magneto was still working with y'all."

Rogue smiled, as if Gambit had said something so stupid it was amusing. "We all knew, Fury and I, a-and the Institute, that Magneto would eventually return to his old ways. We needed a plan."

Gambit nodded. "So how long should this take?" he asked. "Not that I don' want you 'round, Cherie, but this is a very dangerous task."

"Five months at most." Rogue replied. "I need to build up Magneto's trust, get any plans he may have for future attacks, as well as the plans in case Genosha falls, then I can take 'im down and return to the Institute."

Gambit let a smile come to his face.

"What?" Rogue demanded.

"You look very cute when you're thinkin'." Gambit replied, resting his chin on the chair. "I wish I could kiss you."

Rogue nodded and looked at the ground. Suddenly she perked up. "Maybe you can…"

"What?" Gambit asked, sitting up.

Rogue began feeling around inside of her trench-coat. "Beast…err…McCoy made some power-dampeners. I can give 'em to you and you'll be invulnerable to my power for nine hours and eleven minutes."

"Odd amount of time." Gambit noted.

"The limits of modern science." Rogue responded. She pulled something out of her trench coat and grabbed Gambit's arm, jabbing him with it.

"Ouch!" he exclaimed.

Rogue grabbed his collar and hauled him up, pressing her lips to his. Gambit's eyes widened. No power drain. He smiled and pushed himself into the kiss, wrapping his arms around her, tugging her full figure against his masculine one. Rogue moaned into his mouth, slipping her tongue in. Gambit grinned and clenched her butt, pushing her trench-coat off with one hand. Rogue grabbed his hands and led them up to her neck, helping his fingers find that zipper at the top of her uniform. He grabbed it and tugged downwards, peeling the uniform away from her body. The pale skin of her back was illuminated by the white light. Gambit took her figure in, never tiring of it, then pressed his lips to hers again.
-

Jubilee groaned. Her head felt like someone had taken a sledgehammer to it with a vengeance. The last time she had felt like this, she had tried to take on the Danger Room solo on extreme difficulty. Ouch. That made her head hurt even more just thinking about it.

The punk-rock girl tried to sit up, but found she was restrained to a table. She tugged at her wrists, but saw they were strapped down to a cold, silver, metal bed by two thick blue leather cuffs. Her feet had been given the same treatment. She turned and looked around. Jean, Scott, Xavier, Laura, Lorna, Lyla, Amara and Kitty were all strapped in as well, all of them except Lorna and Lyla slowly waking up.

Jubilee took a look around the room. It was old, the formerly white walls, ceiling, and floors were now gray and covered in a coat of grime that had been scrubbed away for scientific purposes, but still showed the years of abandonment. The lights that had once been bright and white were now a faded, dull, flickering yellow. The eight metal tables were scrunched together in the middle of the room, the lights illuminating the figures of the X-Men. There was a workspace and set of cabinets that stretched the wall facing the mutants. The tabletop was a blue rock, one that Jubilee couldn't place, but it along with the glass cabinets and rows of scientific equipment helped sell the look of "Mad Scientist Lair".

There was a small commotion going on at the end of the row of metal tables. Jean and Scott had woken up. Scott was lying on the outside, Jean next to him on the inside and the Professor next to her. Scott and Jean were conversing.

"Jean! Yo!" Jubilee shouted. "Get us out!"

"I can't!" Jean replied.

That's when Jubilee noticed the metal band around her head. As she looked around, she saw every other mutant had one on their heads. She flicked her fingers to try and create a spark, but instead, her hand began aching like her head.

"Ah! God!" she exclaimed.

"That's going to hurt my dear…" a new voice said, entering the room.

The man who walked in made Jubilee recoil in disgust, and she made her opinion known with a sound that made others cringe. The man who had walked in matched the description the other mutants had given about the man who attacked the school. He had called himself "Mr. Sinister". Jubilee believed he should have called himself "Mr. God-Am-I-Ugly".

He had white skin, not Caucasian, but white. The skin was flaky, dry, and as white as his lab coat. There was a large gash on his shoulder that exposed muscle and tissue beneath, the red and pink contrasting sharply with the whiteness of his appearance. There was another scar on his lower left cheek. The entire inside of his mouth could be seen and the muscles that kept his jaw working were visible as well. He kept licking them, probably to keep them moisturized, but it was creepy. He had black, soulless eyes and hair as dark as ash. It was thin hair, but slicked back over his head. His teeth were stained yellow and black. His smile was cold and cruel.

When he spoke, a chill ran up Jubilee's spine. It wasn't a natural chill either; it was more of a supernatural chill, one you got before a ghost walked right through you. His voice was as soft as a graveyard, smooth like black oil, sharp like a knife, cool and calculating. This man had some sinister ideas in his head and he knew how to execute them.

"Dr. Essex," Charles started, but Mr. Sinister cut him off.

"Your negotiating isn't going to help you this time, Professor Xavier." Sinister replied.

"What the hell do you want?" Jubilee demanded, struggling with her restraints to see if he would flinch. He didn't.

Sinister picked up Jubilee's iPod and watched her eyes follow it with concern. He fiddled with it, running his finger over it, tracing the apple logo on the back. "Merely to borrow your powers." He replied.

"Nutcase." Jubilee muttered. "Put that down, right now!"

Sinister smiled and looked at her. "You're not even the least bit interested in why I want your powers?"

"Because you're a power-hungry jackass?" Jubilee demanded. "Duh! Now put the damn iPod down!"

Sinister kept his eyes locked on her. Jubilee was attempting to keep his attention while Laura worked her way free of the restraints. If anyone could get out, it was Laura. Her or Rogue…Jubilee's mind flickered to the Belle for a second before remembering the sting of betrayal.

"Yes, I suppose "power-hungry" is one way to put it…" Sinister smiled. He crushed the iPod in his fist and Amara growled, struggling with her blue restraints.

"When I get free…" Jubilee growled. "I swear to God I'm going to kill you."

Sinister laughed, something cold and icy, almost inhuman. His laugh was a mixture of fingernails on a chalkboard and ice rattling around in a metal bucket.

"Well, I guess I'm lucky, because there is no way you're getting free!" Sinister replied. He turned around and started humming something, fiddling with equipment on the table. He grabbed a pair of large blue rubber gloves and pulled them over his hands with a loud and drawn out "snap!"

"Hold still, Mr. Summers. Things will be much better for you very soon." Sinister said, walking over to Scott and grabbing his forehead, forcing him to turn his head.

"Sinister!" Scott shouted, but Sinister rammed the needle he had in his hand into Scott's neck and withdrew some blood. He smiled, flicked the container once and swayed back across the room, setting the vial down gently and grabbing another one, this one filled with a glowing blue liquid. Sinister smiled, still humming to himself, and twirled back across the room next to Scott. He pulled a cotton ball from his lab coat, dipped it in alcohol, and rubbed it on Scott's arm.

"When that fucking mutant bird bombed Worthington Labs and tied me to a table…" Sinister started, dabbing at Scott's arm as if it were a canvas and the alcohol was paint. "Most of the Cure was destroyed. Worthington, by luck, had taken one vial home with him to stare at and ogle or something. After the bombing, he didn't trust it anywhere but with him, so he tucked it in his coat pocket before coming to terminate me at the hospital!"

Sinister spat and Scott recoiled in disgust. Sinister smiled and pulled a rag out of his pocket, dabbing the spit off of Scott carefully.

"I woke up, thankfully, and…well…worked my way out of the hospital. Imagine my joy and surprise at learning Worthington's sample had survived! My greatest achievement, right there! I took it, brought it here, and took a small sample, right over there on the table—" Sinister pointed to a cylinder on the counter. "So I could have something to make more with. Before I go and make shit-loads of it though, I need to know it works."

"Scott!" Jean exclaimed weakly.

"Now Mr. Summers here has a strange condition, much like your friend—ah, my bad—former friend Rogue does: he can't control his powers. I hear from a good source that this plagues many mutants and that they would rather not have their powers than be unable to control them."

"I swear to God if you touch me—"

"Tsk, tsk, Mr. Summers." Sinister clucked. "I'm doing you a favor, really!"

Sinister slid the needle into Scott's arm and pulled the trigger. The blue liquid left the tank and flooded into Scott's bloodstream. Scott shuddered like he was cold only once, then lay still. Sinister bent down and removed the sunglasses from Scott's face.

"Scott?" Jean asked, tears in her eyes.

Scott turned and looked at her, his eyes were brown, like his hair, a soft brown like the fur on a teddy bear.

"No!" Jean exclaimed. "SINISTER!" she shouted, the restraints rattling, the veins in her eyes flickering with fire.

"You're next, Ms. Grey." Sinister said, heading towards the counter to grab another empty vial.

Something made a soft poof sound, like someone falling on a pile of fabric, and the far end of the room was filled with orange flashes of light, almost like sparkles. When the light dissipated, a young woman was standing there.

She looked to be in her late teens, early twenties. She had short, stunning, spiky red hair with orange streaks in it. Her face was round, with a pointy chin. Red marks dashed her face, pointing in towards her eyes, nose, mouth, and chin. She was wearing a dark red body-suit with yellow-orange armor plates over the red. The armor plates covered her chest, abdomen, and shoulders as well as her groin, thighs, calves, kneecaps, and ankles. She had on combat boots of a darker red variant from the rest of her costume. Over all of this she wore a red trench-coat with a high collar, folded over ends of her sleeves like the suit had been designed for someone with much longer arms, and the bottom was shredded like bird feathers, flowing over the ground. Her form looked strangely familiar to Jubilee, but she couldn't place it.

The girl held out her hands as if she had lost her balance on a narrow beam before letting them fall to her side. She looked around at the room and glanced at the computer, running her finger over the console.

"Screens? So retro…" she muttered.

Mr. Sinister, along with the rest of the X-Men, was completely speechless. He just stared at the red-haired girl as she stared around the room before her eyes fell on the X-Men, then on Mr. Sinister. She glanced at Jean and flashed a smile. Jean stared at her, something about her…Not her, the costume!

"Scott!" Jean whispered.

"What?" Scott asked.

"I know her!"

"You do?"

"Well not her, but that costume! That's my costume!"

"It is?"

"Yeah!"

Scott glanced at the new girl. "She kind of looks like you."

The new girl seemed completely oblivious to the conversation between the two adults. She glanced around for a second more as if the environment were completely alien to her, then stepped towards Mr. Sinister who was just now regaining some composure.

"Mr. Sinister I assume?" she asked.

"Yes…" Sinister replied, still stunned by her arrival.

The new girl smiled. "I'm going to make you a deal, Sinister, one you really don't deserve. You let them go, I'll let you go."

Sinister stared at her, not in shock, but in confusion. Who was this girl to confront him?

"Let me counter: you lie down on the table and I'll make your procedure as painless as possible. Continue to piss me off—"

Sinister slid back a few inches. He looked down at his feet, then back up at the girl. He stared at her and she smirked, a previously unseen yellow tattoo over her left eye glowing. Sinister seemed startled. He held up his hand, directing a telekinetic blast at her, but she held up her hands and deflected it.

"Times up, offer expired." The girl smiled, a sound of joy in her voice. She raised her right hand and thrust them forward, throwing Sinister across the room and into a wall. He was pinned against it. The yellow tattoo's brightness increased and the girl raised her left hand thrusting forward again. The wall cracked and Sinister flew through it. Five more cracks were heard. The girl lowered her arms, letting them fall to her sides again. The tattoo disappeared. A faint crumbling was heard in the distance and the girl sighed.

"This time, Sinister…" she muttered. She turned and with a wave of her hand undid all of the restraints on the X-Men.

"X-23, take Lyla, Amara take Lorna, everyone else gather around and put a hand on me." She ordered.

"What?" Jubilee demanded. "I don't know who you are, there's no way in hell I'm touching you!"

The girl laughed. "I did just save your life."

"How do we know you aren't going to take us somewhere worse?"

"Jubilee, hush." Kitty shushed. She stood up and stretched her arms, popping her joints before turning. "Oh! What about the Professor?"

"I've got him." The girl replied. She lifted a hand and morphed the metal sheet into a chair-like form. Xavier let out a sound of exclamation and clenched the metal.

"Don't worry, Prof. I got you." The girl said, smiling reassuringly. She levitated the older man next to the rest of the group and placed a hand on his shoulder.

"Everybody on?" she asked.

Confirmations came from around the group.

"Good, which school?"

"Which school?" Amara asked.

"Wow, this really is a long time ago. Xavier Institute it is!"

With that, the X-Men and the mysterious stranger disappeared in another flash of orange light.
-

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X-Men: Standing Guard will Return Shortly
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