Legend: Thoughts = <>

Stray thoughts = ()

Flashback **

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Ok, guys, all the disclaimers apply, that means all thanks goes to Marvel

For the X-Men, I'm just making the story. And I do read all the other

Stories and they're great, keep up the good work. They inspire me!

-           

"Pane!" Connor said, walking down the hallway with Melissa and Raiden. Something big was happening and they needed the whole team together. Connor barged in, without knocking.

"Holy unexpected sonofa..." Raiden said, staring.

Max and I stood awkwardly as they barged into my room. Max had gotten his underwear on but I couldn't hand him the shirt quick enough, so I shoved it on.

"Are you wearing Max's shirt?" Melissa smirked.

"Whoa, Maxie, the abs are out of control!" Raiden smirked, looking directly at his abs.

"I so thought you would knock!" I frowned.

"Yeah, guys, can we get a minute?" Max asked, blushing.

"Yeah, but...can you hurry? Something bad is happening." Connor frowned.

"Sooner you leave, the sooner we can get back to you." I snapped.

They all left.

"Sorry. Here, there's no privacy." I smiled.

"Well, maybe next time we can do this at my place?" Max said quickly.

"Next time?" I smiled.

"Maybe after a date...the opera?"

I shook my head.

"I've been dating too many rich people, right? How about dinner and a movie?" Max smiled.

I thought about it.

"I know you're still hurting after what happened with Richard, but..."

"You're on." I said quickly, "I need to have some fun."

"Olivia is back?" I asked, looking at the computer screen.

"Yeah, and she's up to something." Connor said, pointing to the screen, "Something bad."

"I say we cut her off at the knees." I said, standing behind him.

"The problem is that we have no idea where to find her." Max said.

I rubbed my head, "Maybe she'll troll the playground." I chuckled.

"I think this is a bit more serious." Connor said, "She's totally insane."

"Oh, come on! She's all stupid and stuff." I said, "Besides, we've got good old ingenuity."

"Look, I know this is like an afterglow thing, but can you please be more helpful?" Connor growled, "This is why we never let you have sex."

"Is that why?" I smirked.

"So, she's back. Big whoop. We all came back." Raiden frowned, "I mean, what makes her so special?"

"She's insane." Max said quickly.

"And very vocal about it." Connor frowned.

"She robbed a bank; I think that puts her at the top of the list." Melissa said, nursing her black eye.

"How'd she happen to rob a bank?" Raiden asked.

"She transformed into a panther and while everyone evacuated and waited for animal control, she stole as much money as she could carry and just walked out under the guise of a lost worker." Connor frowned, "That's the footage I've showed you."

I watched more of the footage. She danced through the vault, taking as much as she could. With everything she was doing, she still seemed carefree. She didn't seem to have a care in the world.

"You okay?" Max asked.

I nodded, "She's psycho. Normally people would be off licking their wounds, but she...she's happy." I frowned.

"Can't we just wait for another team?" Raiden asked, "I mean, we've got more pressing issues."

"Like the alternate, which by the way is totally alternate as of our whole trip to the future, future? Yeah, Sinister is going to experiment us into dystopia." I said listlessly, "I think girl, interrupted Barbie is a very pressing matter."

"What's that?" Connor asked, zooming in on an insignia.

"That's Sinister's mark. The red diamond!" I said, "So, she's working with Sinister?"

"This makes her number one priority now, doesn't it?" Melissa asked.

"Oh yeah." Connor frowned, "We need to find her."

"Was money all that was in this bank?" Max asked.

"Not sure." Connor said, "Why?"

"Because why would she need money if she's working for Sinister?" Max asked, "This doesn't feel right."

I grabbed my head in agony.

"What's wrong?" Connor asked as they stared at me.

"My head." I said, "The mind-reading thing flares up some time."

"We better go and get ready to go on a mission." Melissa said.

"We'll be back." Max said, leaving with Melissa.

"They're eager. A little too eager." I said, "This isn't going to be an easy mission is it?"

"No and Cyclops knew that when he handed it to us, but he, along with the rest of the X-Men are busy." Connor said, "Plus he thought maybe we wanted this mission."

"You talked to Scott?" I asked.

"Yes, I talked to Cyclops." Connor said, "He's really busy these days."

I nodded.

"I'm sure they're not mad anymore." Raiden said quickly, "He was probably just busy."

"Yeah." I said softly.

"So, you're sleeping with Max again?" Raiden asked.

"What can I say? He has a big..."

"Stop! Don't you dare finish that sentence!" Connor said, "Too much information."

"Or not enough." Raiden smirked.

"I'm just havin fun." I said, "I mean, it's easy with him. Easier than before."

"And it gets your mind off Scott and Rich?" Connor asked.

Raiden and I looked at him with annoyance.

"I'm trying to do this girl talk with you two, but it's my first time." Connor said, "I just want you to be sure what you're doing."

"What am I doing?" I asked.

"Using Max. He's your rebound." Connor said, "I think it's a bad idea. We work with him."

"No one asked you." I smirked.

"Look, I'm just saying...it's wrong." Connor said.

"This coming from the guy who cheated on his girlfriend." Raiden frowned.

Connor looked mildly annoyed.

"Speechless now?" Raiden asked.

"Listen, we have bigger things to deal with guys." I said, "What do we do when we find Olivia?"

"If we can find her." Raiden said.

"Cyclops put someone on it." Connor announced.

"Who?" I asked.

"Remy Lebeau, at ya service." Gambit smirked from the corner.

"How'd you get in here?" Connor asked.

"I mad da way in when y'all was talking about you sleeping wit ya friend." Gambit said, handling his cards.

"Of course." I smirked, walking over and hugging him, "It's been so long."

"I was beginning ta think ya was just avoidin me." Gambit chuckled, "I found da place but I can't go wit ya."

"Why?" Raiden asked.

"He has issues with Sinister." I said, "I heard about...we don't expect you to come."

"Danks." Gambit said cooly, "Dere's some strange happenins going on in dat place."

"Strange?" I asked.

"Tings walking around down nere." Gambit said, "Experiments."

"Thanks for the info." I said, "I'd say we need guns and knives. And oooh! I've been dying to try out the rocket launcher."

"Da Pane I knew didn't use da weapons." Gambit said.

"The Pane you knew wasn't lacking power." I smirked.

"Maybeh the Pane I knew watn't lost." Gambit said.

I stopped. We all did. I looked to Gambit and nodded, "Maybe." I said walking away.

-           

The entrance of Sinister's hideout was unguarded. We walked right in. Something was screaming in my head, telling me to run away. As we entered the abandoned warehouse, I thought about this all. Why would Sinister align himself with Olivia? What did he stand to gain? I stopped as I realized there was nothing in here. Suddenly, there was a strange sound, like something flying quickly through the air, but it was more than that! It was a bunch of little things flying through the air and I ducked as the darts flew through the air! I looked over to see Max crouched too. I looked over to see Melissa, Raiden, and Connor lying lifeless on the floor. Connor had three darts going vertically down his neck! Suddenly, they disappeared in a weird light. Max and I looked at each other quietly until there was a slight ding and we looked across the room to one of the columns, which was now open and five guards formed a line, aiming their guns at us. They wore blue jumpsuits with red diamonds on them. Max moved to my side as I stood.

Max <Can you astral project?>

Pane <Yes.>

Max <On three.>

Pane <I've got a better idea.> I looked to the middle guard, <Shoot him!>

The middle guard turned his gun to the man on the right and shot his gun! Through the cowl, I could see the astonishment on Max's face. I ignored it and quickly slid the pistols out of my holsters, aiming them at the stunned guards and shooting! Two of the guards were knocked down immediately. I threw my hands up, causing the guns to combust, spraying bullets everywhere!

"Holy..." Max said, looking at the scene, "This is you lacking power?"

"Before, I'd have used them to clean the walls." I said, walking past them and to the elevator. I surveyed the elevator. I could feel something at the bottom, something big.

"Is the elevator smart?" Max asked.

"No." I said, raising my hand.

"Wait, how are we supposed to get down there?" Max asked.

I raised my hand again, this time there was an explosion as the elevator shot down the shaft and exploded when it hit something wet!

"Water?" Max asked.

"A lot of it." I said.

"Well, well, well..." Sinister's voice boomed, "I'd expected you months ago. Too bad that your friends had to dart."

"You've got a teleporter?" I asked.

"I've got a new crew."

"You've barely got a crew." Max commented.

"They left me...after I took a few to experiment on." Sinister said, laughing maniacally.

"Creepy. Even creepier that you're a woman now." I said, "I know what you're doing here and I'm going to shut you down."

"Are you now? Well, I'd better start trembling." Sinister said sarcastically, "You haven't changed a bit."

"Haven't I?" I asked.

"No. You're still rash and impulsive. And you're willing to make you friend expendable, even when you're trying to keep them close. It's a rare talent." Sinister said, "One could say you're not meant for such friends."

"My friends are never expendable." I frowned.

"You've been replaced as the most valuable mutant in the world." Sinister said, "Or maybe you're tied."

"You leave Hope alone!" I shouted.

"Don't worry. You'll always be my favorite." Sinister said, "Quite amazing you are."

"I bet you sweet talk all your subjects." I said, looking down the shaft.

"Descend into your worst nightmares." Sinister laughed.

"Do you trust me?" I asked Max.

"Oh God, what are you about to do?" Max asked.

I grabbed his hand and dove into the shaft! Max's manly screams could be heard throughout the shaft! I enjoyed the freefall. There was a long way to the bottom and we were approaching it very quickly!

"If you have an idea, do it now!" Max shouted.

Just seconds before we hit the top of the elevator, I tightened my grip on his hand and we both stopped inches from the elevator!

"Oh my Gosh!" Max said, relieved, "Did you know you can fly again? That you can make me fly?"

"I'm not flying...I'm levitating." I sighed, "And no, I didn't know I could make you do it too."

"You what?!" Max asked angrily.

Just as he finished that, we both continued to the top of the elevator! I quickly opened the top of the elevator and we dropped into it.

"Stand back." Max said walking over and placing an explosive device on the door. There was only ten seconds. I looked at him and he looked at me. I grabbed him and levitated out of the elevator just in time to avoid the explosion!

"A little heads-up next time!" I frowned.

"Ditto." Max smiled.

We both looked down to see that the elevator was sinking into the water.

"How far down does that go?" Max asked.

"I don't know, but why's it under the elevator?" I asked.

"Insurance." Max said, "Look, the door is open."

I levitated us into the opening and looked around at the sterile laboratory. The lab had to be about three football fields with slabs and tubes everywhere. Despite its size, it was very well maintained. Max immediately began looking for clues while I looked at all the experiments. There were halfway human looking experiments and unfinished ones. I could feel them. I instantly knew that they were me. Failed me. I found myself aiming at the glass.

"Go ahead!" Miss Sinister said, "They are dead ends. My best inventions are long gone."

"What inventions?" I asked angrily.

"A clone." Miss Sinister said, "As well as a biological son."

I dropped my gun, "Perry?" I asked.

"He doesn't have a name yet." Miss Sinister said, "He's aging nicely. Taking your boyfriend, the cop's DNA was easy."

"I swear I'll gut you." I frowned.

"Don't worry, he'll be ready in time." Miss Sinister laughed.

I bent down and picked up the gun, shooting wildly at all the glass tubes! The water and everything else fell to the floor as did the bodies! I raised my hand, causing as many of the body as I could to blow to pieces!

"She won't get away with this." Max said, putting a hand on my shoulder.

I snatched away and walked forward to slabs. I looked at the dried up bodies on the table and realized that these people weren't me. I felt pity for the poor souls that lay on this table. Before my eyes, the bodies began to move. I took a few steps back, right into Max, who put his hand over my mouth. We watched in horror as every dead thing slowly got to its feet.

"Stand back." I said aiming for them, "I kind of figured this would happen."

The zombies began walking towards us and Max readied himself for battle. I looked at the guns. I never needed the guns before. And I was just as clueless then. Moreso. Somewhere along the way, I lost sight of the fact that I am a weapon. I'm the weapon. I was trained for this. I holstered the guns and pulled out my infamous knives.

"No gun?" Max asked.

"I'm not a gun guy." I said running into battle. I used my levitation power to flip over a zombie, onto one of the slabs and sliced a zombie's head off! I spun around and flipped off the slab, stabbing forward, catching two zombies and sliding the knives upward, slicing them in half. I looked back to see Max break from his fighting to stick an explosive on a zombie and kick it back into a group, causing an explosion of body parts! There were more coming for us and I looked to the end of the room and saw a door, "Head for the door!" I said.

"How?!" Max shouted.

I concentrated on the group of zombified things standing in our way and closed my eyes, pushing my hand forward, "Go!" I shouted as the zombified creations parted. Max nodded and swept through the new path to the elevator. When he had gotten to the elevator, my hands dropped and my feet began to move as quickly as they could while my hands grabbed my knives. The knives went out at my side and I sliced through them as I was running! I was little over halfway there when the zombies began to close in! Max threw his hand out, causing an explosive to land on the floor behind some zombies. A zombie grabbed Max's hand and chomped down on it! The explosion blew the zombies off their feet and Max extended a staff and dropped the zombie! I ran to the elevator and we both quickly dodged inside. I looked at his hand, which looked like it was becoming infected already. There was a loud thump and both of looked to the other side of the room! It looked big and hairy, like a giant wolf, but it had a different kind of fur. It stood on end. And it loped on two feet. It tossed zombies away trying to get to us. I stood quickly and slammed my hand against the button to close the door and sighed with relief. The door bent inward and banging could be heard as I pushed the button to go lower into the facility. I hoped we wouldn't be walking further into a trap, but I was smart enough to assume we would be.

-           

Connor awoke with a start. The last thing he could remember was entering the facility. He reached up and felt his neck to feel three wounds going down vertically. He looked over to see Raiden laying face down on the cold floor. He rushed to her and turned her over to see that she was snoring. He smiled. That's his Raiden. It was then that he noticed that there were gauntlets on his hand. The same power-stealing gauntlets he'd seen before. It didn't take a scientist to figure out that Sinister had finally caught them. But why was he keeping them? It was then that he noticed Melissa huddled in the corner. He gently laid Raiden down on the ground and hobbled over to Melissa. She was awake on the ground and raised her head to acknowledge him.

"Are you okay?" Connor asked.

Melissa looked around as she stood, "Yeah, is Raiden alright?" she asked.

"Out cold." Connor said, "Do you know what happened to Max and Pane?"

Melissa shook her head.

"Max Pane...I should quip more." Connor smiled.

"Ugh!" Raiden said causing them to turn to her, "Get a room."

"What?" Connor asked.

"I wake up and you're checking on her?" Raiden said angrily as she stood, "This is just great. I think I'm going to..."

"It wasn't like that." Melissa frowned, "He checked on you first."

Raiden looked at her angrily.

"It's true. You were snoring and so I let you go and checked on Mel." Connor said, "It's all quite innocent."

Raiden looked at them silently, then to the door, "How do we get out of here?" she asked, noticing the gauntlets.

"Not sure." Connor said, "We're virtually powerless."

"Virtually?" Melissa asked.

"We're still human beings. The most resilient animals on Earth." Connor said, "We just need to get these gauntlets off."

"How do we do that?" Raiden asked.

"You don't." Miss Sinister's voice said as she peered through the eye slits in the door, "You wait for your leader."

"I'm the leader." Connor said boldly.

"Hmmm, an alpha male!" Miss Sinister said, "I regret not taking your DNA."

"Screw you!" Connor frowned.

"I might keep you for later." Miss Sinister said as she left.

"So, he's a she now?" Melissa asked.

-           

As we stepped out of the elevator, I noticed that at the sides of the long walkway there were glass windows. Outside the glass was water. Lots of water. I could swim but we were underground and there seemed to be a shortage of air in the room. I choked as we entered the room. Max kept asking if I was alright, but I couldn't answer. There was a steel door at the end of the room but I couldn't really think about it much. I wasn't afraid of water, but in this closed in space, I was. There was too much water and there was something moving in the water.

"You've found my pets." Miss Sinister's voice echoed.

"Pets?" I asked.

Max doubled over in pain.

"Your friend's been infected...doesn't have long." Miss Sinister said, "I do have a cure...but you'll have to come and give me a kiss."

"Are you okay?" I asked.

"We need to get to her." Max frowned.

"I don't think we're alone." I frowned, looking to the glass before looking down to Max, "Did I mention that this water is freaking me out."

"How do you feel about sharks?" Max asked.

I looked to the window in time to see a gigantic shark swimming right for the glass! I grabbed Max and bolted across the room, barely missing the onslaught of water just behind us. We slammed the giant door shut and spun a wheel to lock the door in. There was pounding on the door that rang throughout the small room we were in. It was more of a hallway, leading only to one room. Max groaned as his are visibly pulsated. I walked over and surveyed the wound. I told him to hold on until we moved to the next room. Once we entered the next room, I noticed that this was a much more lived-in room. Very posh. It was filled with living items. There was an empty part to the room on either side of a throne. Miss Sinister sat on the throne, waiting for us. There was a lab set-up next to living quarters. Miss Sinister smiled to us as Max and I closed the distance between us.

"I've been waiting for this." Miss Sinister smiled.

"Where's my child?" I asked.

"He is my creation, not yours." Miss Sinister said, "I just used your DNA."

"I'm going to just use your face as a mop." I frowned.

"You'd hit a woman?" Miss Sinister asked.

"You're not human." I frowned, "I want my son and a cure for my friend."

"I promised you," She said, tossing me a needle, "There it is."

"Also, where are my friends?" I asked.

"We're here." Connor said as he, Melissa, and Raiden came from behind the throne.

"Took long enough." Miss Sinister chuckled, "Is this the part where we have a very climatic battle?"

"Well...yeah." I said slowly.

Miss Sinister pressed a button, "Did I forget to tell you that I did some digging." She said.

Something rose from the ground between us. I just knew it would be my son, but what came up disgusted when a slab with Richard rose up from the floor.

"He fought back valiantly. My guards got a little rough." Miss Sinister said, "Brain dead. Luckily, I kept him alive via technology, but his worth has come to an end." She said, pressing another button. The machines came to a stop at the touch of the buttons.

"Oh God." I said, my legs going numb. I fell from my feet and grabbed the slab. It was the only thing holding me there. I could never marry him because of exactly this. He would die like this. The tears rushed me and the sobbing was instant. He and I not being together was one thing, but him being dead is another thing entirely. The team rushed into action, fighting off Miss Sinister. I couldn't breathe. He wasn't there. I had seen death, lots of death, but this was by far the worse! This was the closest and most unexpected death in my life. This wasn't a death, this was so much more. This was an attack on my life. This was personal and one thing Sinister wasn't is personal. Someone else is behind this...someone else is attacking me from all sides. The fighting went on a few minutes and the first things I actually saw were Connor and Max sailing over my head!

I walked over to Max and kneeled to him, "Take Richard." I said slowly.

"What about..."

"Please." I said, standing and walked over to see Sinister lay out Melissa and Raiden.

"I expected more from your friends. Quite a disappointment." Sinister said, rubbing her hands together.

"You killed him?" I asked.

"I chose not to save him." Sinister smirked, "There's a lot that's been left unsaid."

"What are you talking about?" I asked.

"One of your friends is not who they say they are." Sinister smiled. Her smile was devious.

I looked back at them. Raiden was helping Melissa to her feet while Connor stood just behind me. Max had Richard's body a few feet away.

"That's right. One of them has betrayed you." Sinister said, pointing to Max, "Someone's been bankrolling my experiments."

Max looked just as shocked as we all did, "That's not true! I..."

"The Milbury Foundation." Miss Sinister said quickly.

Max looked as if he was realizing something.

"Where is my son?" I asked.

"We have a special destiny for him." Sinister said.

"We?" Connor asked.

"Her and Apocalypse." I replied.

"And the Clan Akkaba." Max said, "His descendants...your relatives."

"Apocalypse has been reborn." Miss Sinister said triumphantly, "It is in motion."

"Looks like I'm going to have to stop it." I said angrily, "I was so hoping for a quiet month alone."

"The wit...I've been warned about that biting wit." Miss Sinister said.

"We want the child." Max frowned.

"I'm sorry, but the child is ours." Miss Sinister smiled, "I offer you a present...the opportunity to abandon this goal, to leave with a life."

I looked back to Max and Richard's body, "You took that life from me." I said, looking back to her.

"The day you let go of all human attachments is the day you become my most successful experiment." Miss Sinister smirked. She took out a device and clicked a button. There was a huge explosion behind us! Sinister smirked again, "Ta-ta!" She said, teleporting away.

There was splashing behind us as we came closer together. It was rushing down the hallway! It damn near broke the door on first contact.

"The shark!" Max shouted.

"Everybody hold hands." Raiden said quickly.

We all gathered together and I reluctantly took Max's hand. He looked hurt by my reluctance. The whole wall buckled under the weight of the water and the gigantic shark busting through it! The water splashed against my face as we disappeared just as the shark's teeth were coming after us. We crashed to the floor in a heap! We were tired, wet and had major boo-boos. Nothing was accomplished and it didn't feel like a win. We'd shut down one of his labs but we had lost Richard and Miss Sinister was still out there. I coughed the dirty water onto the floor and looked over to Max. He was trying to get his balance back too. Raiden lay on her back, blood running down the side of her face from her nose. Connor was at her side, trying to calm her down. Melissa watched on in horror.

-           

"How is Raiden?" I asked standing at Connor's door. Raiden was inside, reeling from the effects of her teleporting us out of Sinister's lair. Melissa had decided to catch up on her super-villains. Max was waiting in the office.

"She's alright now." Connor said, "She's exhausted. Just needs some rest."

"Tell her to get better." I nodded, turning to walk away.

"What are you going to do about Max?" Connor asked.

"Before or after I bury Richard?" I asked.

Connor nodded.

I walked away and into the office to see Max leaning on the wall at the far end of the office. He seemed to be in deep thought. When he noticed me, he gave a weak smile.

"I can't imagine...I didn't know. I swear, if I had known..."

"I know." I said calmly.

"I would never do anything to hurt you." Max frowned, "And to aid him...I made a call right after we got back and I've blacklisted his..."

"But it's too late." I said quickly.

Max was silent but stared at me.

"You unknowingly helped Sinister control me again." I said, "You threw money into something you knew nothing about. You're a threat."

"A threat? How..."

"Ask Richard." I frowned, "You didn't know...but you should have."

"I..."

"You can't be a part of this team anymore." I said sadly, "I talked to Scott and he agrees."

Max nodded, "So, this is how you get rid of the rebound guy?" he asked.

"No! Don't you dare turn this into that! You funded Sinister! You helped him create me. That alternate universe was him remaking me...in this dimension, though, he's expanding. And you helped! Whether you knew or not, you might have just screwed us all."

"I'm going to fix this." Max said.

"And when you do, you're welcomed back...until then." I said, looking down at the floor. Max didn't say anything else. He left me alone in the quiet. I felt as if I were about to explode! Things began flying off the desks and walls and I grabbed a crystal ball and threw it at the wall! I knocked everything in front of me off the desk and sunk down beside it, staring at the walls. It happened. This really just happened.