Disclaimer: I do not own any of the copyrighted materials contained herein. They are the rightful property of their respective creators and/or associated companies. I make no profit from this whatsoever and I have no intention of changing this in the future. I write because it's fun and because there are people who enjoy my work. Therefore please do not sue me and take me to court. I can assure you that I don't have anywhere near enough money to make it worth it.

New Mutant Leadership Institute

A Couple of Days Later

Alexia 'Phoenix' Grey's POV

The United Nations building?! They turned the United Nations building into a school for mutant leaders?! She thought gaping a bit at the sight as she exited the car she'd been in.

Chalk up another surprising difference between what should be and what currently was.

She hadn't had much time to learn about the history of the world but she did know that it was back in the seventies that Magneto somehow managed to expose a conspiracy involving the first Sentinel robots and several potent political powers. She guessed that when all the guilty parties were convicted there wasn't much of a United Nations left and naturally one of the good ways of getting revenge on an enemy was to make people forget about them. One way of doing that is repurposing their base of operations into something that was completely future oriented.

She couldn't see a lot of students milling about but from the looks of things this was definitely one of those schools were uniforms were mandatory outside of your dorm room. She'd always believed that such a practice was meant to instill conformity rather than what some schools tried to explain away as an expression of unity. As one who hated being typed as anything this rubbed her the wrong way but not enough to make a thing out of it. It wasn't like she was going to enroll here anytime soon. She was just playing a role until S.H.I.E.L.D managed to give her some locations and perhaps IDs on dimensional disturbances or oddly behaving people. Once she had those she'd break off from them and begin looking into things herself. From what she could tell they didn't have a Cerebra device so they wouldn't have a techno way of tracking her down as long as she didn't tap too deeply into the Phoenix Force.

Unfortunately that meant she'd have to use conventional transportation to get where she wanted to go since there was no way she'd be able to fly very far telekinetically without the fire bird's help. As had been proven by her first encounter with Miss Marvel or rather CAPTAIN Marvel, as Carol was referred to as in this altered world, S.H.I.E.L.D was capable of tracking the Phoenix Force. She'd experimented since her first night in the 'new world' to both see if she could coax her cosmic tenant into maintaining the protective field for her AND just how little energy was needed to maintain it. It was after all a mix of her own mutant TK energy and the Phoenix's cosmic power so while flying would be the easiest for people to pick up on that didn't mean her protective field was invisible. If she was to have any chance of breaking off she needed to minimize her signal on their sensors as much as possible and hope to get lost in the background noise of the rest of the mutant population.

A dangerous move with the unknown responsible for the shift in the world still watching her she knew but if she was to have any chance of changing things back it was necessary to vanish for a time. The unknown force hadn't made another attempt to destroy her or rewrite her to fit the new mutant dominant world she was walking around in but she could still feel metaphorical eyes on her. Her experiments in power output oddly enough hadn't changed that behaviour making her wonder if the being was taking a 'wait and see' approach to the whole thing. Maybe they were waiting until they could be sure of victory before going all in on an assault. If so it'd likely only happen whenever someone managed to wear both her and the Phoenix Force out completely or disorient them enough that their defences were like tissue paper.

She would have to be VERY careful in picking her fights in her efforts to change things back to the way that they should be.

"Impressive isn't it?" asked his assigned guide to the new world that'd been created, "A little over fifty years ago these buildings were made by sapiens under the pretence of promoting international co-operation and order. The reality though was that it was just a show piece, something to paint them in a good light, even though none of the countries involved believed it could accomplish its goal. When the existence of homo superior became known it became a place where the sapien leaders could conspire to exterminate our kind in relative secrecy. However with their exposure as a result of the Sentinel scandal of the seventies the strength of mutant-kind was made clear and the corruption of so many sapien leaders as well. In the years since then mutants have taken the reigns of the planet's future and everyone is the better for it."

That's debatable. She thought remembering the homeless baseline humans on the streets, Rising to claim your inheritance is one thing. Disrespecting and mistreating those that came before is another.

In many ways what she'd witnessed of this world was similar to the one that came before with the only difference being that baseline humans didn't have a way of fighting back. She'd seen the support forces flying around the heli-carrier and she very much doubted that they were the sum total of what Magneto could bring to bear if he chose. To keep the entire world under his thumb he'd need a military comprised of both powerful mutants and impressive technology to render whatever the baseline humans could muster pointless. Also if the history of the world had been rewritten so that mutant ascension began over thirty years ago then it was likely that many of the heroes that gained their power through science were just ordinary humans now. With the mindset that Magneto was portrayed as possessing in the comics he never would've permitted research that had the potential to create something capable of threatening his new empire.

Probably has spies everywhere to keep him apprised of any troubling developments. She thought turning to the blonde next to him, Illyana's probably here to keep an eye on me too and is just doing the guide thing as a side job.

"Maybe things are better but problems still exist." She said keeping her words from being too provocative, "The world's still got a ways to go before you can really call it a utopia."

"You mean groups like the Human Liberation Front?" Illyana asked with little if any respect, "They're buzzing bees at best and it's only a matter of time before S.H.I.E.L.D or someone else loyal to Lord Magnus squashes the whole lot of them. They're powerless and they know it. Nature itself is ushering them over the edge towards extinction. You can't fight evolution. What the HLF is doing is nothing more than an expression of the fear and hate they feel at being sucked towards the pit of oblivion."

Typical.

Then again this was a world where Illyana Rasputin never grew up on a Soviet collective farm, never joined her brother Piotr in America and never got sucked into Limbo by Belasco. Here she'd likely had been born after Magneto's ascension and propaganda were already commonplace things accepted by the world community for the most part. With schools and the media teaching Magneto's point of view it was only natural that Illyana had such a low opinion of baseline humans.

However up until that horrible Halloween night back in her native dimension she'd been a normal homo sapien with all that that entailed. Even after being changed into a mini-Jean Grey complete with the Phoenix Force she'd spent her time around mutants who truly believed that coexistence between baseline humans and mutants was possible if they worked hard enough. For her this world where Magneto ruled was turning out to be facism with a pretty face but that face was only skin deep. If you looked deeply enough you could see the ugly side that in her opinion made the followers of Magneto no better than the racist homo sapiens that'd been ousted back in the seventies.

Not that she was going to say that out loud or allow it to be caught telepathically of course.

That'd only lead to fighting and pain and unless she was lucky imprisonment with that only happening under the premise that her perpetual watcher didn't pounce to alter her entirely.

"Maybe mutants could try a little harder to make the transition between one race and the next smoother and less hostile." She said as Illyana began to walk towards the Institute's main entrance, "The seeds of mutantkind's creation come from homo-sapeins. Without them we'd never have existed. A lot of the things we take for granted never would have existed. I'd say a little respect and gratitude aren't too much to ask for."

"So you're like THEM." Illyana said with a snort of disdain, "There've been a couple of mutants who had the same idea. Queen Ororo of Kenya for example has been spouting the same sort of talk ever since she was put on her throne. I wonder how long it'll take her to wake up and see the truth."

"And what truth is that?" she asked as the automatic doors opened to admit the two of them.

"That the loyalty and adoration she gets from her sapien subjects are like rotting bandages. Sooner or later their fear and hate will boil up from wherever they've buried it." Illyana replied approaching the receptionist's desk, "Whether it's falling for the shit spewed by the Human Liberation Front or cracking under the pressure of the extinction of their kind they're going to turn on her. An animal is most dangerous after all when it's caught between death and a predator after all. They'll forget whatever she did for them in an instant and do whatever they think is a good idea at the time. I almost wish I could be there when S.H.I.E.L.D sails to the rescue and she's forced to say 'you were right'!"

Gee! She takes pessimism to a whole new level! She thought as the receptionist looked up from her work, If he's supposed to bring me around to Magneto's way of thinking then her boss has definitely mistaken vinegar for honey.

With six arms that the blonde woman behind the desk could use with considerable multi-tasking aptitude it was clear that there were some mutant powers were better for administrative work than others. Not that the receptionist couldn't use her arms to fight since there were any number of ways multiple arms could be used in either hand-to-hand combat or with guns. Still the battlefield wasn't for everyone and she didn't have anything against people who preferred the quiet life.

It was their life and their choice.

"Can I help you?" the receptionist asked looking at Illyana.

"Agent Magik and guest here to see Headmistress Mahn." Illyana replied giving her codename rather than her last name.

"Ah yes! Her eleven'o'clock." The receptionist said with typing only a six armed lady could do, "I'll let her know you've arrived."

Mahn…she knew that name if only barely…

If she was right then this could be Xi'an Coy Mahn aka the New Mutant known as Karma. She hadn't been that deep into many of the X-titles if only because she had a limited amount of funds to use on comic books. If she remembered right the woman had some telepathy but her best trick was being able to possess people like a ghost. Before the reality rewrite though the woman was a member of the Institute's teaching staff so it sort of made sense that she'd be one here too. Hopefully the rewrite hadn't turned her into an insufferable bitch or something otherwise her day was DEFINITELY going to take a nosedive.

It was five minutes later that she heard the sound of wooden heeled feet and when she turned she saw a woman of Vietnamese ethnicity wearing a professional looking suit with hair that stopped at her shoulders. Karma wasn't quite stuffy looking the way some teachers were but at the same time she gave off an aura of competency that'd be prerequisite for any educator. From the expression on Headmistress Mahn's face though it looked like she didn't think much of S.H.I.E.L.D or its agents but the cross look softened into something more natural for an educator.

"Nice to see you're punctual." Headmistress Mahn said politely and with a small smile, "Despite what some might think running a school doesn't leave you with a lot of free time."

"I'm sure your job here keeps you VERY busy Miss Mahn." Illyana said politely but with a bit of mockery, "However I believed you received a call about why we're here today and how important it is. Surely you can spare a couple of hours."

"I'm here aren't I?" Mahn asked rhetorically while maintaining the façade of a kind teacher, "Now how about we start the nickel and dime tour. Sound good Miss…?"

"Phoenix. Codenames for now and real names later once we're all comfy with one another." She replied still not willing to give out her civilian name just yet, "As for the tour it sounds like fun. Lead the way!"

With that the headmistress launched into what had to be a well rehearsed and often used tour script highlighting interesting spots along the way as well what sort of course the Institute offered. Unlike the one she'd stayed at before moving to Frost's Academy the curriculum for this one focused on classes that would forge its students into ideal leaders. Leaders of business, politics and medicine for the most part but there was some light combat classes intended for self-defence as well. Stopping at random classes she could see that many of the students were the same ones that had been at the Xavier Institute with a couple of new faces mixed in for variety. Mercury, Prodigy, Wallflower and others sat in their seats with a few looking away from their teacher when they noticed the new arrivals. It was comforting to see familiar faces but odd not to get the reactions that'd been commonplace whenever the prime reality students of the Institute had looked at her.

It was kinda nice actually to be seen as herself rather than a physical copy of Jean Grey.

Not that it'd stop her from putting things back to the way they should be.

But she would take in as much of the good stuff from this adventure as she could.

However as they exited the elevator onto a higher floor that she felt a familiar tingle on her brain that told her that someone was trying to probe her telepathically. Knowing it could simply be curiosity rather than malicious intent she executed one of the more gentle psionic ways of pushing another telepath out of ones mind. When the intrigued one pushed back unwilling to be denied their answers she decided to be a little more forceful and it was as the three of them turned to the right that she gained her first clue.

Groans of pain synonymous with brain freezes from eating ice cream too fast.

Turning towards the source along with Headmistress Mahn and Agent Rasputin she found herself looking at recognizable faces with both warmth and mind shaking shock. Standing just a short distance away were young ladies that she recognized as the Stepford Cuckoos or as they were called sometimes back home 'Emma's Girls'. She could identify Celeste, Mindee and Irma due to the little things that she used to tell the triplets apart thanks to the times in which the blonde girls tutored her in telepathy. However what shocked her beyond words were the two additional blondes standing by the three she knew upgrading the triplets to quintuplets. It took her less than two seconds to realize that the new girls could only be Sophie and Esme Cuckoo and that meant she was beholding the Five-In-One in its truest form.

This is what it looked like before a drug drove Esme into manipulating Sophie into killing herself and taking a stab at being a big bad's hench wench.

Seeing such…normalacy…such a sisterhood…it made what'd been done to the Cuckoos in the prime reality all the more tragic and angering. Celeste hadn't told her all the details about the drug Kick like who'd made it and who was crucial to its trafficking it so she didn't have a way of making them pay.

YET.

Seeing what the foul substance poisoned and tore apart she vowed that the moment everything snapped back to normal she was going to hunt those people down and END them.

"Phoenix? Phoenix are you okay?" Headmistriss Mahn asked with concern waving a hand in front of her eyes, "You look…mad."

"Try pissed Mahn." Illyana commented sounding like it'd only take a little more to prompt her into doing something, "What's going on?"

Damn.

Her anger and her shock had raised more than a few eyebrows.

Best to go with half the truth rather than the whole truth.

"I…know them or I know versions of them from my reality." She replied keeping things tight lipped yet emotional, "The thing is…where I'm from…the Cuckoos number only three and before you ask the obvious question I'm only going to answer it with a bottle of the strongest booze you've got. The strongest booze and all of us drunk enough that a red hot poker in the eye would barely sting. You still want to know?"

"No. With a statement like that we…we have a pretty good idea of what happened." The Cuckoos replied in perfect time with one another, "Excuse us headmistress."

With that the five blondes walked off and it looked like she'd successfully managed to dissuade everyone from inquiring too deeply into what happened in another reality. Hopefully it'd also keep them from inquiring too much about her reaction to the Cuckoos especially where her anger was concerned. Even if this version of the mutants she knew would probably back her play to hunt down those responsible for the drug Kick they'd never get at the people responsible from this reality rewrite. As for the versions belonging to the prime reality they'd almost certainly insist on justice and due process or at the very least keeping to the moral high ground. Maybe the likes of Wolverine or Gambit might be willing to venture into the moral grey area to prevent a repeat of what happened the last time but not the others.

It made her think that maybe being changed into a variation of the Dark Phoenix might be causing her to lean more towards permanent solutions than before.

Or maybe while she might've wanted to be a hero in the past she now wanted to protect the innocent by any means necessary.

Only time and experience would clear up which one was the truth.

Illyana Rasputin's POV

Well now isn't this interesting. She thought as she continued to trail behind prim and proper Mahn and the tourist Colonel Shaw had assigned her to show around and WATCH, Looks like the lost girl act is more of a cover for the real her.

That'd pretty much been her initial opinion of Phoenix when she'd first laid eyes on the bodysuit clad redhead and indeed it'd been just as annoying as ANYONE would think it was. Sure she'd been able to see the fiery energy field around her and she'd been told that her charge was an omega level telepath but she wasn't worried. Her mind had been pitted against some of the strongest telepaths S.H.I.E.L.D had and none of them had been able to penetrate her mind. There'd been much debate over how this was possible but in the end no one cared since it meant that they now had an agent that could not have her mind read or even be detected by a telepath. So on that front she was safe from Phoenix's telepathy and as for the redhead's telekinesis her discs would make for an easy way to outmaneuver her. Even if she got put in a full body telekinetic hold she could mentally manifest a disc beneath the Phoenix's feet to send her to the other side of the planet.

Now though…now she saw in her temporary charge an inner fire of destruction that succeeded in snaring her attention.

However it was not an interest brought about by concern but rather…fascination.

She'd seen power before in the senior members of S.H.I.E.L.D and even a few video recordings showing the power of Lord Magnus himself but what she'd seen just now had been…different. All of those previous examples had been examples of powerful beings that she'd believed she could one day surpass with enough training and preparation. When she'd seen the crimson fire in Phoenix's eyes though…THAT had been a power that her instincts had told her might be enough to challenge the WORLD.

In the face of such a possibility she had already begun formulating a plan and as it was Headmistress Mahn was inadvertently helping out. Already they were past most of the boring classrooms and were moving onto the special gym meant to hone a student's body with exercise just as they were honing the mind in normal classes. It also proved to be an excellent way for students to fully master their gifts while finding new ways to apply them as future leaders. If she…say…suggested that perhaps Phoneix might want to give such a gym a try and if she was fortunate enough to find an opponent capable of putting pressure on the redhead…then perhaps she could see that inner fire again.

Best of all the gym had both normal cameras and sensors inside of it that could record the entire match for Director Shaw giving her boss more data to use in the custom made jail cell being made.

It was a good opportunity indeed!

"And this is the Institute's gym where we put the belief of a healthy body facilitating a healthy mind into practice." Mahn said with about as much charisma as a prerecorded statement, "Here students can exercise both their bodies as well as their homo superior powers in order to get the most out of both."

"Huh. There's something like this back home but a bit more low key." Phoenix said glancing about the area, "But that's because we only had twenty or so students in the Academy at any one time. There wasn't really any need for something on this scale."

Listening to Mahn go on to discuss the particular sections of the gym she looked about to see which students were present and which ones had the best chance of providing a decent challenge. One by one she eliminated them as either too weak or possessing a power that would put them at a disadvantage against a psionic. It wasn't until she looked up to see who was flying through the airborne obstacle course that she found what she sought.

Student Monet St. Croix who unless she was mistaken was just beginning her final year at the Institute. Combine a superhuman physiology with powers of flight, telepathy, telekinesis, genius level intellect and high scores in most unarmed combat classes the model student was PRECISELY what she was looking for. All she needed to do was find a way to provoke Miss St. Croix into defending her personal pride against Phoenix while at the same time inspire the redhead into taking the genius down a peg. From there she'd just have to sit back and watch the fireworks.

"Why don't we let Phoenix experience the benefits of the gym firsthand?" she proposed in a perfectly innocent manner, "Actions do speak louder than words after all."

"What exactly did you have in mind?" Mahn asked with some veiled suspicion.

Understandable.

The woman had an image of the future and S.H.I.E.L.D did not figure into it so any representative of the organization was seen as an unwanted entity in her domain.

Good thing she didn't care what the woman thought of her.

"Why not pit her against one of your star students? Monet St. Croix for instance." She replied pointing up at the dark skinned student, "We can have a friendly competition between the two using the various training equipment the gym provides. It would give her firsthand experience and that'd be far more effective than just words."

Mahn looked up at the proposed student but looked to be a bit reluctant no doubt suspecting that she had an ulterior motive but did not know what it might be. In the end though the woman's optimism proved to be enough to let her idea pass and with a look at Phoenix she could tell that her temporary charge didn't have a problem with it either.

A single focused glance from Mahn as enough to let her know that a telepathic signal was being sent to the student above and when that young woman descended the contents of that signal were confirmed. She watched the dark haired genius looked Phoenix over as was only natural to do with any challenger and the conclusion the Institute student seemed to reach was that victory was assured. That smug confident look of foregone victory appeared to be rubbing Phoenix the wrong way but not enough to go all out just yet. No at first the most she could hope for would be additional incentive to win if only to put a crack in Miss St. Croix's arrogance.

Still that would be enough to begin a chain reaction.

Phoenix would either prove to be up to the challenge of putting the genius' stellar record at risk or would be frustrated by her inability to wipe the smug smirk off St. Croix's face. If it was the first option then the girl genius would be miffed that a stranger, an outsider, was able to match her stride for stride. That hurt pride would cause Monet to fight harder to prove that ultimately SHE was superior and might even lead to some underhanded tactics if a few needles were to pierce the right places. If it turned out to be the latter possibility then if she read Phoenix's personality type right then the girl was not the sort to let the arrogant have their way. The redhead's temper would prove to be as fiery as her power looked to be resulting in a rising escalation in the use of her power allowing her to witness the depths she desired.

She would need to muffle Headmistress Mahn at some point since the 'good' woman would almost certainly intervene once things got interesting but she could manage that.

A warrior the woman was not and her immunities would prove enough to keep the teacher from doing anything to her.

Oh she was sure that the woman would quickly bring the tour to an end afterwards but Mahn wouldn't kick them out so easily. The idealist would see the Phoenix as an innocent to be rescued from the violent tendencies of S.H.I.E.L.D and its operatives. All it would really mean would be that she would have to even more clever with her efforts should she wish to see Phoenix's true power.

The day she couldn't outthink some boring school teacher was the day she'd resign from S.H.I.E.L.D altogether.

"So…we gonna start this little mini-tournament or just look at each other for the next hour?" Phoenix asked affecting a bored tone of voice.

"I believe the proper protocol means YOU should go first." Monet St. Croic replied sounding so gracious and honourable.

"Then let's make this a four part competition. Flight, weight, mind and a sparring match." Phoenix said laying out the terms of their little competition, "Best two out of three wins the competition but if I manage to beat you in the sparring match we go into overtime. Sound good to you?"

"I guess it would be an appropriate handicap for me." Monet said nodding in acceptance of the arrangement, "Not that it'll change the outcome."

"You shouldn't be so certain." Phoenix said with challenge in her tone, "If life teaches us anything it's that all it takes is one unknown thrown into the mix to change things from expected to unexpected."

Suffice it to say she was quite interested to find out what sort of 'unknowns' Phoenix planned on throwing into the mix.

Headmistress Xi'an Coy Manh's POV

A Little Under Two Hours Later

Who is this girl?

It was not a question easily answered no matter how many times it came up.

When she'd originally been contacted by S.H.I.E.L.D about Agent Magik's visit she'd been tempted to come up with some reason, ANY reason, to block it. The war between Sapien and Superior had ended decades ago but those jack booted thugs acted like it'd start up all over again if someone sneezed the wrong way. They didn't realize that now was the time not to create soldiers but to create leaders who once properly placed could ensure that conflict of any sort became a thing of the past. She already had a promising crop of students that were less than a year away from graduating from the Institute. Those that had graduated previously had successfully proven the validity of the Institute's mission and how positively it could benefit the world.

It was only when she'd seen the photo Director Shaw had sent via email and explained that Phoenix possessed omega level psionics that she'd reconsidered.

The only reason that Shaw would be proposing a tour of the Institute for the girl would be if enrolling the girl here was being considered. While power was not a deciding qualification for admittance she could not argue that having a student like that here would do wonders for the Institute's reputation especially if Phoenix successfully graduated with top marks. However the reason that had her agreeing to the visit was the worry that if she succeeded in blocking it that Shaw would switch the location of the visit to the S.H.I.E.L.D Academy. If Phoenix really was an omega level psionic and Shaw's crew managed to turn her into one of them it could lead to a fresh batch of military operations and a prolonged period of violent solutions.

It was the VERY thing the Institute was founded to overcome.

The very thing she hoped that the Institute would replace.

When she'd first laid eyes on Phoenix she'd been curious about the energy aura the girl had surrounding her body but had assumed that it was just another element of her homo superior ability. If there was one thing that was a well known fact about the powers derived from the x-gene it was that there was no one way for it could manifest and it didn't always make sense. As the tour got underway she'd found the redhead to be a calm and fairly nice young lady with a bit of a quirky sense of humour that while odd was also nice. She hadn't been able to see any glaring personality issues that would cause her to be wary of granting Phoenix admittance into the Institute.

Well…almost no personality issues.

There had been that one moment after their brush with the Cuckoos, girls that she planned on talking to about snooping later on, though that caused her to feel like she was looking at a dragon. A predator that if the wrong thing happened would lead to an explosion of danger that she was ill prepared to face. Then almost as swiftly as the feeling had appeared it vanished when the anger on the girl's face faded to be replaced by the one she'd seen the most of since they'd met.

However she did not forget about what she'd seen and felt.

Phoenix had a temper to her, an anger, that when provoked she had every reason to believe would become a consuming fire that would destroy all the girl directed it towards.

Perhaps it would even burn all who got too close to Phoenix.

From that point on she had tried to show the young woman various peaceful alternatives to solving problems as well as the various drawbacks to trusting in violent solutions. Oddly enough Agent Magik hadn't made any comments intended to deride or dismiss the alternatives she was trying to hold up as examples. Not that she was going to look a gift horse in the mouth and up until they'd arrived in the gym she'd thought that she just might get through the tour with a win.

Then the proposed competition came into the open air and she could sense that Agent Magik was making a big move. While she didn't discourage friendly competitions amongst the students she'd not liked the pairing of Phoenix with Monet St. Croix. Monet was a wonderful student who often excelled at whatever task she was presented with but because of her successes the girl had quite a bit of confidence under her belt.

However at times it looked as though Monet had too much confidence and that was making it difficult for the girl to make friends.

Because of this overconfidence and Phoenix's dormant volcano temperament she'd been worried about how the competition could turn out. As time had passed she'd been given even more of a reason to be worried since for every condescending comment Monet made Phoenix sent a snarky one back with a bit of a bite to it. This made for some rather heated moments for the first three parts of the competition but as it stood now unless Monet won the sparring match that was coming up next she would officially be the loser of the whole thing. For someone who'd succeeded at almost everything she'd done so far at the Institute she couldn't see Monet giving up while there was still a chance of victory.

"Regretting the rules you set up yet?" Monet asked waiting for the signal from Agent Magik to begin the sparring match, "You're about to come so close to victory only to get it snatched away at the last second."

"Nope. This gives me a chance to see how good you are when you're fighting all out." Phoenix replied not sounding worried in the least, "Maybe it'll be better than what you've done so far. I've been getting bored."

"Well then I'll be sure to liven things up so you'll wake up in the infirmary satisfied." Monet said taking up a stance that would benefit a strategy that focused on aggressive action.

"I won't be the one waking up there." Phoenix said with a grin that implied much impending satisfaction.

"Okay! Okay! Enough with the posturing!" Agent Magik declared sounding a bit impatient, "You all know what's going on. So far things are two to one in favour of Phoenix. This is the big one! If Miss St. Croix wins she pulls off a big upset but if Phoenix wins then it'll be the final nail in the coffin of the local girl genius. Are you two ready?"

"Born ready." Phoenix replied with the energy field engulfing her beginning to take on an excited appearance.

"Likewise." Monet said with supremely focused eyes.

"Then…LETS BEGIN! FIGHT!" Agent Magik declared slicing her hand vertically through the air in front of her.

With that she watched the psionic energy of Phoenix shoot towards Monet making her think that the redhead wanted to end the match in a single move. However the girl had made a mistake for in trying to go for a head shot with her psionic energy and therefore had narrowed the stream of psionic energy for a pinpoint shot. Due to this mistake Monet was able to duck out of the way of the attack before surging forward and taking to the air going no more than a foot or two above the floor. However while this evasion was unexpected Phoenix proved to be quick to react and just as her opponent reached the right range a TK shield popped into existence just before the fist hit it. Much to her surprise the redhead was sent back a good couple of feet through the air before righting herself telekinetically implying that more strength than had been anticipated had been put into Monet's punch.

Enough that had it not been for the TK shield it might've done serious damage to Phoenix.

"Watch it Monet! This is just a sparring match!" she yelled warning the student not to go too far.

"It's fine! Phoenix got her TK shield up in time." Agent Magik said dismissing the worrying, "In fact she's proven with that that she's got the reflexes to handle surprise attacks like that so relax."

"She managed it THIS TIME Agent Magik. THIS TIME." She said sternly looking the blonde right in the eyes, "If she slips up at all she's going to need more than the Institute infirmary!"

"Have some faith in your student Headmistress." Agent Magik chastised with a smirk, "I'm sure that if you've done your job right Monet will exercise the right amount of control no matter how mad she gets."

She wanted to snap back but she knew that she'd only manage to give Magik even more fuel for her little repartee. If she implied that Monet might lose control in the fight then it'd also be implying that she wasn't doing a good enough job teaching her students restraint. From there it'd be a straight shot to criticizing everything about the Institute and she just knew she wouldn't be able to keep her composure. As the most visible representation of the Institute and role model for so many of her students she couldn't let herself just vent everything she was feeling regardless of the consequences. Unrestrained anger and ill chosen words were the flaws of the sapiens that'd conspired to create the Sentinels in the past.

She would not shame homo superior by repeating that mistake.

Looking back to the fight she saw that it'd become a veritable dogfight with both Monet and Phoenix flying about the gym jockeying for superior tactical positioning while still taking potshots at one another. From what she could tell Monet wasn't even trying to match Phoenix in the area of psionics choosing to focus on her power of flight as well as her superhuman physical prowess. It was a good choice because she knew without thinking about it that Monet couldn't hope to match the Phoenix in the field of raw power when it came to psionics. Even if Monet had superior skill in using what telepathy she had the power difference would be enough to ensure that she came up short.

Phoenix on the other hand seemed to be trying anything and everything that came to mind with that changing every other minute. Was this because she had no aptitude for strategy or experience in battle? She wasn't sure. It was one of the sore points for her that when it came to strategic thinking she seemed to have some sort of mental block that kept things from clicking properly. In any case though the haphazard approach Phoenix was taking looked to be making it difficult for Monet to formulate a solid strategy for victory. The student knew what immediate tactics were effective but trying to sew them all together into an effective battle strategy was proving difficult.

Until about ten minutes later though that is when Monet apparently had an epiphany of sorts.

"I hate to say it but I don't think you have what it takes to make it in this school." Monet said even as she worked to send her opponent to the floor, "It's clear you don't know the first thing about combat and are just doing whatever pops into that little head of yours."

"Unless doing whatever pops into my head IS my strategy." Phoenix said sending a trio of what most likely were TK bolts at Monet, "Smart girl like you probably doesn't go into anything without a plan and never starts a confrontation without an ironclad strategy. By keeping things random I'm keeping you from doing anything so this fight will come down to a contest of stamina. Who'll drop first? Me? You? I'm game for finding out if you are."

"I wonder what your friends would think of that." Monet said offhand as though she already had a good idea, "They'd probably believe you were just spouting nonsense to make yourself look better than you are. Must've been quite the ego boost when your mutant power emerged. You probably thought that it'd change everything including how other people thought of you."

Mind games.

Those who had significant intelligence and skill often learned to play such games since they not only showed off their intellect but also proved effective at deciding a fight before it began. In this case it looked like she was trying to provoke Phoenix into doing something reckless that she could then use to her advantage either to turn the fight to her advantage or even end it at once. A dangerous move and one she was tempted to prevent due to the unknown factor of just how powerful and how disciplined Phoenix was. S.H.I.E.L.D would not be this interested in someone to this extent unless they were especially useful from a military perspective. If she was right then things could become very dangerous for everyone in the room if Monet wound up pushing her opponent too far.

"Unfortunately if there's one thing I've learned since coming to the Institute it's that no one really changes who they really are." Monet said evading the bolts with efficient aerial maneuvers, "They can try to hide it, even lie to themselves, but they'll always be who they were born to be. In your case? An inept little girl with more power than you could ever make the most of no matter how hard you try."

"Like you're a snotty bitch who thinks she can do everything? Guess you're dumber than you look." Phoenix said with a bit of an edge to her words, "It's a fact of life that no one can do everything on their own and most people hate the ones who think that they can. Is that what you're after? A life where you're the smartest person in the room but completely without friends of any kind? Only an idiot would want that."

"At least I'll be remembered by history when I'm gone." Monet said swooping down to pick up one of the gym's weights before throwing it at Phoenix, "The ones who make their mark, that make a difference, those are the ones who matter in the end. The rest are just bodies in a room, drones on the street and in the end fertilizer in the ground. You might fare better than most but at best you'll be a footnote in MY biography."

"I guess if you WANT fame and fortune it's O-KAY." Phoenix said catching the weight telekinetically before sending it back at Monet at twice the speed, "Some of us though don't need to be the centre of attention everywhere we go. As long as we've got friends, family and are doing something meaningful then it's all good. Guess you're just needier than most people. Gotta prove you matter cause deep down you know that no one thinks you do? SAD."

"BITCH!" Monet growled before charging Phoenix head on using minimal evasion tactics to get around the defensive fire.

As a result Monet collided with Phoenix with the force of a speeding car sending the redhead into the nearest wall. If the gym hadn't been built with homo superior powers in mind the attack would've sent Phoenix THROUGH the wall and into one of the adjoining rooms. Nevertheless it did the trick since the red haired teen looked to have lost a measure of mental coherency as evidenced by her psionic body field flickering a bit.

"Guess this is as FAR as a LOSER like you CAN go with just POWER!" Monet said raining punches on Phoenix in order to keep the advantage, "I bet people BACK in your hometown are GLAD you're gone! MUST be quite the RELIEF to not have to PRETEND to be NICE to a DEAD end like YOU! PROBABLY better off WITHOUT you anyway!"

"RRAAGGHH!" Phoenix cried out with an explosion of anger accompanied by a surge of power that sent Monet flying into the wall on the OPPOSITE side of the gym.

"Okay that's enough!" she said striding forward to put an end to the fight, "This has gotten WAY out of hand!"

"It's enough when I say it's enough!" Phoenix growled while striding with a purpose towards Monet.

Seeing that she wouldn't be able to get anywhere with words so long as anger was clouding the psionic bulldozer's mind she decided the time had come for her to take the DIRECT approach. She wasn't sure she could pull it off with Phoenix considering the sheer amount of psionic power the girl had but it was the only card she had to play to bring the 'sparring match' to an end.

Drawing on as much power as she was capable of producing she executed her ability to psionically possess other people putting their mind's to sleep while putting her behind the wheel. Normally when she used her power the transition from her body to the target body was nearly instant but this time it felt like she was forcing her way through gale force winds. However the fact that if she failed she'd be out of it enough that only Agent Magik would be in a position to end things drove her to work all the harder. It was a moment later that she finally managed to get into Phoenix's body and for a moment she thought that she'd done it and would be able to put an end to the match.

Then however she felt another presence inside Phoenix's mind, not the girl's mind since that had successfully gone to sleep like usual, but one that made her think she'd caught the attention of a grizzly bear.

On the landscape of Phoenix's mind she looked about for the source and BOY did she find it!

In an instant she was reminded of the first Godzilla movie she'd seen as a child before sapien movies were out and mutant films were in. Towering over her in the mental mindscape of the teenage girl she was trying to restrain was a bird of prey made entirely out of fire. However this wasn't the fire one saw in reality but rather what someone might expect the flames of hell to look like if they ever wound up going there. The bird seemed to be looking at her like a guard dog that'd caught someone trespassing on the property it'd been trained to protect.

For a moment she thought that maybe she'd be able to retreat in peace.

The earthquake inducing screech the firebird emitted a moment later ruined that thought and threw her out of Phoenix's mind like she'd been shot from one of S.H.I.E.L.D's rail guns. She returned to her own body with sufficient force that remaining conscious was proving to be a real issue especially when coupled with remaining standing.

"Take five Mahn." Agent Magik said from somewhere to her right, "I'll handle this."

Why did that NOT fill her with confidence?

S.H.I.E.L.D Heli-carrier Circling Manhattan

The Office of Director Shaw

Shaw's POV

"While I can understand the desire to learn more about our little fire bird your timing for intervening could use some work." He said as he looked across his desk at Agent Magik.

"I realize that now sir." Agent Magik said with a wince at how talking was aggravating a bruise on her left cheek, "I thought I'd be able to use my discs to send her away but…she's got better instincts and reflexes than I'd thought she did."

"Obviously." He said remembering the video replay of the fight in the Institute's gym, "You're fortunate that Phoenix came to her senses in time or one of the Institute's more promising students could've been permanently hurt. As it stands I will have to divert some funds to the Institute in order to aid in repairing the damage."

Most of the damage was contained to the gym and thankfully when the students who'd been in the room realized the direction the 'sparring match' was going they'd vacated the area. While nowhere near close to S.H.I.E.L.D Academy students the ones under the administration of Headmistress Mahn did possess a half decent survival instinct. They knew when an environment was becoming too dangerous to be in. Nevertheless Monet St. Croix, someone that'd been judged to be perfect commanding officer material, was now in the hospital and he was still waiting on the official prognosis. Preliminary judgment from the E.M.T that had arrived on the scene told him of significant blunt force trauma to various parts of the student but thankfully only one or two cracked bones. Whether this was due to St. Croix's own mutant gift or Phoenix unintentionally holding back he didn't know but he'd have to ask Agent Elixir to expedite the student's recovery.

"However since no irreparable damage was done and no lives were lost I am willing THIS TIME to let you off with only a reprimand on your file." He said his voice getting sterner in order to ensure that the words were taken seriously, "Nevertheless I think it goes without saying that I will be removing you as Phoenix's guide for the duration of her 'stay'. The incident has already created too much friction between the two of you to make leaving you in place a viable option. Until further notice you're on standby. Dismissed."

He could tell just by looking at her that Magik didn't appreciate being removed from her assignment since she'd no doubt picked up on how prestigious the job really was. However like a properly trained operative she accepted the orders of her boss and with a quick salute left the room and him to his thoughts.

First among his thoughts were what he'd learned about Phoenix from the recordings of the match with Miss St. Croix, both conventional video and audio as well as the sensors, and it was informative. The young woman's skills as a combatant were only a little better than your average civilian showing that she'd received some training but it'd been power that had ultimately carried the girl to victory. What he'd seen clearly exceeded what should've been possible for an omega level mutant making him think that the secondary energy their previous scans detected might be an enhancer. When the match had reached the boiling point he certainly got an eye full of what Phoenix could do when provoked enough to loosen some of her restraints.

It was impressive to say the least.

While Miss St. Croix was hardly the most powerful mutant on the planet the dominating power Phoenix had used had rendered almost all of the Institute student's efforts to fight back pointless. Overwhelming power applied like a hammer had knocked the young genius around the gym leaving impact craters along with several thousand dollars worth of destroyed equipment. It'd been a bit of good fortune though that Phoenix had ceased her assault once it became clear that Monet could no longer fight back. He'd seen some mutants who'd become aggressively violent and some hadn't been able to regain control in time to prevent fatalities. It implied a strong reverence for life or at least an unwillingness to strike an opponent when they were unable to defend themselves.

A common civilian standpoint but fortunately it wasn't a difficult task to convince young impressionable minds of the necessity of permanently finishing an opponent. You simply had to describe the consequences of not taking that final step in such a way so as to make keeping ones hands clean unacceptable. One of the few benefits to influencing the media and the entertainment industry was that you could shape the morals of the coming generation to your benefit.

As for Phoenix's request to find her a way home they weren't ignoring it.

While he would prefer to keep her here to become an inspiring icon that didn't mean that examining the possibilities of dimensional exit and entry were a waste of time. It was after all possible that someone from Phoenix's dimension might try to follow her here either to retrieve her or take on a more problematic position. Another possibility was that just as space exploration was opening up for homo superior thanks to the alliance with the Kree dimensional travel might also prove beneficial for the House of Magnus. To that end he'd assembled a four man team of some of homo superior's greatest experts in the relevant fields and necessary support staff to look into the matter.

Access to the orbital satellites was provided to monitor the planet for any further signs of dimensional disturbances as well as beings with unusual energy signatures. They would also use the information they'd gained from previous scans to attempt to locate Phoenix's dimension of origin either to send her home or to launch retaliatory strikes if the inhabitants there proved hostile. It would take time but he was confident that the information they provided Phoenix with would be enough to convince her that they were doing all they could to help. They would need to be careful in order to ensure that they did not arouse the young woman's suspicions and make her think that they were deliberately stalling for time.

Time to persuade her that this reality is the one she should consider home and its people worth befriending as well as defending.

As for the matter of who to assign as the young woman's guide he began to wonder if he should really restrict the duty to a single agent. The power and surprising ability of Phoenix might well prove to be too much for any one agent to handle. Perhaps it would be more beneficial to assign her in a 'ride along' capacity to a S.H.I.E.L.D team. Let her see how they keep order in this world even as they let drop how helpful she could be to them in saving lives. He considered the elite team, the Red Guard, but after hearing some troubling things about Logan's behaviour he decided against that. Given the team leader's mental issues as reported by Agent Webb putting Phoenix on that team could potentially blow up in his face.

Another option was the recent graduating team named 'The Hellions' led by Agent Moonstar. As he understood it Agent Mirage had something of a hostile rivalry with the Headmistress of the Institute so providing the woman the means of succeeding where Miss Mahn failed would be appetizing. The team was young enough to find a common ground with Phoenix as well as act as counterweights to one another's more problematic personality traits. True the young team might take offence to someone with Phoenix's power being assigned to them, mistake it for a lack of confidence in their abilities, but he was confident that Agent Moonstar would keep them in line.

Then of course there was the fact that S.H.I.E.L.D intelligence had acquired evidence to indicate a significant terrorist strike was on the horizon by the sapien group called the Human Liberation Front. His operatives were still gathering intel to determine the when as well as the where and whom but he would imagine that none of those genetic dead ends would be prepared for Phoenix's involvement. There was also the interesting possibility that the red haired youth's enhanced psionics might be able to make it past the artificial psionic blockers that were popping up in sapien terrorist groups. Thus far the telepaths that had attempted to break through the blockers but to no avail. If nothing else having Phoenix try her best would tell them whether or not brute force would work.

BEEP! BEEP!

"Yes?" he asked pressing the button to connect his desk's com-unit with whoever was trying to talk to him.

"Monitoring satellites in the outer edges of the system have detected a hyper-spacial rupture." A female agent's voice replied, "Sensor readings are still coming it but it looks like our Kree guests have arrived."

Ah yes. The Kree.

While he didn't know ALL the details involving the matter it was widely believed by those of equal rank to him that the deal was protection for Earth in exchange for help against the Kree's enemies. He'd heard the race name 'Shi'ar' mentioned as well as circumstantial proof that the Kree were at war with them and Earth's mutants were considered a potential game changer.

It made for some rather fortuitous timing in that with the altercation involving St. Croix they now had sufficient information on Phoenix to make a 'discussion' with the lead diplomat Ronan the Accuser useful. He would pass the information along to Mister Killgrave for use in the discussions with the Kree in order to see if they could learn more from them about Phoenix. However given that Mister Killgrave was a sapien he would also pass the information on to Captain Marvel who would sit in on the discussion in order to ensure nothing was missed or WITHELD from the official report. Killgrave might have no official marks against him on his record but in the end he was just a sapien and that meant trusting him completely would be a mistake.

While Captain marvel might only be an enhanced sapien she was bound by her concepts of duty, honour and the chain of command.

So long as no one gave her a reason to defy orders she wouldn't.

And even if she did choose to walk down the path of betrayal she only needed to be obedient long enough to come within range of a S.H.I.E.L.D telepath.

Once that was done the information she gained from the Kree could be pulled from her mind before she was…retired…for medical issues.

FATAL medical issues.

The Heli-Carrier Cafeteria

Alexia Grey's POV

GEE! It's tough being so popular! She thought laying on one of couches spread out in the room, I'd like to say it's because of my killer body and skintight outfit but even I wouldn't believe that shit.

The real reason she had so many eyes on her was because thanks to some comments that hit a little too close to home she'd lost her cool during the sparring match with Monet. She hadn't meant to go ape shit on the girl but…but she couldn't help it! Not only had the bitch copied just about everything Tony had ever said to her back in her old body but had also reminded her of her dearly departed Scooby friends. Each on their own was bad enough to stoke her inner fire but both at the same time had been enough to make her forget what her reasons were for holding back. It'd taken seeing a defenceless Monet to finally snap her out of her aggressive state but that hadn't been enough to keep her out of trouble.

She'd gotten a lecture of course but it wasn't too bad seeing as she'd only met Headmistress Mahn that day but the looks she was getting now were not fun at all. They weren't quite at the same level as the few anti-mutant glares she'd had the misfortune of being on the receiving end of since arriving in the Marvel universe but she could definitely do without them. Basically they were telling her that they thought she was a bomb with no way of telling how long or how short her fuse was.

She wasn't THAT bad though.

Plus looking back on it it'd been pure luck that Monet had managed to guess right about which buttons to push with her.

At the moment she was free to do what she wanted so long as it didn't involve restricted areas or confidential materials so she'd decided to get something to eat. Fortunately for her even in this bizarro version of the Marvel universe she knew the food was the same as she was used to and the cook in the S.H.I.E.L.D cafeteria was good at his job. So here she was relaxing while at the same time casually watching the TV mounted on the wall that was tuned to the most popular channel in Manhattan.

So Dazzler decided to do the talk show thing rather than pursue a singing career. She thought before taking a sip of her drink, I guess showbiz is showbiz.

Upon finishing her drink she was about to go get another one when a preview for the next day's episode started and what it showed froze her in place. It showed a photo of six people with your usual rags to riches feel to it but the theme mattered little in the face of who was in the picture. Thanks to the fact that she knew who Spider-man was beneath the mask she found it easy to spot Peter Parker but it was different for the people next to him.

A woman roughly the same age as him with blonde hair held back by a headband wearing a black sleeveless shirt and a lavender skirt.

A little boy held lovingly in her arms.

An elderly man in an impeccable blue suit with a single cane to lean on but possessing a strong presence that only came with overcoming dangerous situations.

An old woman with her white hair done up in a bun wearing clothes that while out of date suited her just fine.

A man that while not as fit as he could be still looked like someone you wouldn't mind having raise your kids.

She could make educated guesses at who they were but every time she tried to mentally attach labels to the people in the picture her brain claimed system error and rejected them. She didn't know why seeing as how she'd already seen Sophie and Esme Cuckoo alive when he'd heard straight from Celeste how they died. If she was right the blonde was Gwen Stacy, the guy with the cane was probably George Stacy and with her kind of luck that left the last two with the names 'Uncle Ben' and 'May Parker'. However in the main Marvel timeline Gwen, George and Ben were all dead, Pete was married to MJ Watson and the only child the web head had was a daughter she rescued.

As the preview continued though her suspicions were proven to be accurate as brief fifteen second snippits went by with the names of each person speaking popping up for each of the 'deceased'. So unless someone in the editing department made a major mistake whatever had changed the world had undone some very important deaths in Spider-man canon. In a very real way it looked like Pete was living the dream, his ideal life, free of any of the tragedies that'd marred his canon history.

And they'd be undone once they found whatever or whoever had changed everything and made everything switch back.

She…she knew that this was the way it had to be. That if any other heroes got woken up to the truth they'd be working towards returning everything to the way it'd been beforehand. She just hoped that when things did switch back that no one remembered anything about this Magneto friendly world because if they did...well…therapy would likely be mandatory. After all how do you recover from getting your ideal life only to have to destroy it because it was 'the right thing to do'? She knew from reading Spider-man comics just how important Uncle Ben, Gwen Stacy and George Stacy were to Peter. To see them alive again and living the sort of life he'd always dreamed of only to have to kill both it and them because it was the 'right' thing to do.

It isn't right. She thought looking away from the TV, Spider-man's always done the responsible thing, the right thing, no matter how much it hurt him. Now he gets his dream life only to have to slit its proverbial throat himself! Whoever's behind this is gonna pay when I get a name along with a face!

With that in mind she got up from the couch she'd been lounging on making sure to pick up her garbage to put away out of habit more than anything else. Once done she walked out of the cafeteria hoping distance from the reminder of the cruel choice ahead would allow her to forget it if only partially. However it was just as the door opened that she suddenly found herself face to face with someone she recognized in a uniform that was becoming familiar.

The person was Dani Moonstar aka Mirage and the uniform was what'd replaced the old blue and white S.H.I.E.L.D standard since reality was rewritten.

"Just the person I wanted to see." Agent Moonstar said with what was probably thought to be a friendly half smile, "Director Shaw decided that given how things went last time it might be best to switch things up a bit for the remainder of your stay here. You'll be going ride along with my team until the eggheads figure out a way for you to get home."

"They making any progress yet?" she asked even though she knew the answer was probably no.

"Not yet. So far they're just getting the satellites all set up for a global scan." Agent Moonstar replied with a negative shake of her head, "Once the data starts streaming in the scientists assigned to the job will have some numbers to work with. From there it'll only be a matter of time."

About what she'd expected the answer would be.

Even if they had mutant genius' and government resources to work with it'd still take time to tackle a problem this big. Add to that the fact that it'd only been a few days since she'd arrived so expecting them to have already solved the problem by now was unrealistic.

Plus she didn't exactly want them to solve the problem in the first place.

Just find other people who might've survived the reality shift and maybe the source of it all so things could be shifted back to normal.

No matter how much it hurt people in the process.

"Sounds good!" she said trying to keep things upbeat, "Sooo…where to?"

"For now we're going to meet with my team, the Hellions, for an informal meet and greet." Agent Moonstar replied stepping aside so she could leave the cafeteria, "After that we wait to see what the duty officer has for us in terms of assignments."

"In between missions at the moment?" she asked wondering a little about the laid back way of doing things.

She thought that in a military operation like S.H.I.E.L.D as soon as you finished one mission the brass usually had another waiting in the wings for you. Sure they'd be obligated to schedule some downtime for the team so they didn't burn out and could recover from their fatigue but Mirage didn't look particularly tired.

"Actually whatever they assign us next will be the first mission for the Hellions." Agent Moonstar replied not sounding troubled by this in the least, "They're a junior team newly graduated but all of them were at the top of their classes."

Well at least that's something. She thought with only a little disappointment about what she ranked, No high and mighty routine from people with years of experience but probably a lot of 'I want to prove myself so I'll bite off more than I can chew'. Not sure which is better.

"I'm sure you'll get along with them no problem." Moonstar said with only a polite amount of confidence in her voice.

Clearly this woman saw this as nothing more than an assignment rather than a chance to get to know someone or at least put on a friendly face. She couldn't begrudge the woman that since it wasn't like he was overly eager to make friends with every person she met. Still she'd hold out hope that the team she was in charge of was friendlier or at least fun to spend time with.

Wait a minute…wasn't there a team of students back at the Institute called 'The Hellions'? she thought as a memory popped to the surface.

When she remembered who led the Hellions in the primary timeline she had to contain a sigh of exasperation at who she was about to meet.

Is there any chance that asshole Julian WASN'T made leader of the team? She thought with a faint hope.