Special thanks to Naes (Yeliab) Pox for his constant encouragements and big help he gave us on the script.  Thanks also to THE FOUNDER and the other guys ont he Comingsoon.net forums for their creative ideas, suggestions, and original theories.  Some ideas in the script came from Ousider, Prisonbit_ch, Remy, Spideyboy, Bishop: X-Man of the Future, Scarlet Spider, GooGooDolls420, and many others at Spidermanhype.com's Movie Forum.  Also, I'd like to thank my bro Micah for helping out with some of the script scenes.  Thanks also to all the wonderful guys at the ERB (cybertron.poofin.com) for their support!  Thanks guys!

-Copy Right September 2001-

 
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..........................
............Bobby Drake/Iceman.......................Kitty Pryde/Shadowcat............................,........Peter Rasputin/Colossus
................Shawn Ashmore..................................Katie Holmes.................................................Scott Speedman
 

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..............Scott Summers/Cyclops...........................................Jean Grey........................................Logan/Wolverine
....................James Marsden..............................................Famke Janesson...................................Hugh Jackman
 

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...............................Ororo Monroe/Storm........................................................................Sabertooth
........................................Halle Berry...............................................................................Tyler Mane

.......................
....................Professor Charles Xavier/Professor X........................................................Eric/Magneto
....................................Patrick Stewart.......................................................................Sir Ian McKellen
 
 

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.............................................Rangers....................................................................Sentries
..............................................ED209.....................................................................CAIN

20th Century Fox Pictures Presents

A Marvel Entertainment Production

(Heavy thunder style of metal sound)

THE UNCANNY X-MEN

(Logo has Metallic X2 in back with THE UNCANNY X-MEN in foreground)

-Destroyed army base in Canada-

Wolverine stands in one of the labs in the base.  He is surrounded by broken glass beakers.  He flips through some crusted yellow papers sitting in a filing cabinet.

He pulls out a manila folder.  This one is even crustier than the others.  The words: WEAPON X lies printed on it.  Wolverine unfolds it carefully.  He feels that this was what he was looking for.

Two half burned picture lie inside.  The first is a picture of a group of scientists.  One of the men looks oddly familiar.  The second one is old, faded, and blurred from age, but Wolverine knows it’s a picture of a lab.  He can make out a pool filled with water or some liquid.  Wolverine suddenly has some flashes from the nightmares he got at night: A dark pool.  Scientists with knives.  Ink drawings of his skeleton drawn on his body.

He pulls out an envelope inside it.  The words “Weapon X Subjects” is written on the side.  The envelope easily opens and four pictures slide out.  One showed a guy in a red mask.  The next was one of Sabretooth, a cat-like man with lots of long hair.  He was more animal than human, but alas, also a mutant.  Wolverine had encountered him recently.  Another picture showed a white skinned man with a plumage of blond hair.  The man looked Russian.  Finally, the last picture took his breath away.  It was a photo of him.

"So you know," a voice says from behind.

He turns around.

It is Sabretooth.  (Side Note: He should look more like he did in the picture, AKA like the comic book)

"Know what?"

"That we were both experimented on," Sabretooth says.  "I AM YOUR PAST.  Come join the Brotherhood.  You'd make a good addition to the team."

"Never," Wolverine growls.

Sabretooth stares at him with his cat-like eyes.  "Fine!"

Sabretooth leaps forward, his claws lashing out.

Wolverine jumps to the side, sending Sabretooth smashing into a shelf.

SHINK!  Wolverine extends three knife-like blades from his knuckles.   "You want a fight, bub?  You got it!"

Wolverine circles around the monster, waiting for the first move.  Sabretooth stares right into his eyes, also waiting.

Wolverine leaps at Sabretooth, stabbing his claws deep in the flesh.  Sabretooth barely flinches.  He grabs Wolverine and tosses him like a rag doll.  Wolverine stares in shock as Sabretooth's wound heals rapidly.

Wolverine tries to get up, but feels his leg caught under a shelf.

Sabretooth growls.  "The government thought this base had blown up.  It’s a shame it didn’t.  But why not blow the remains for them, huh?"

Sabretooth turns on the gas in the building.

Wolverine tries to pry his leg free.  It’s no use.  It is stuck tight.

Sabretooth lights a match.  A ball of fire instantly fills the room.  Sabretooth runs away, leaving Wolverine helpless.

Wolverine lets out a shout.  SHINK!  He brings out his claws again and drives them into the shelf, slicing it to shreds.

Camera moves back quickly, as we watch Wolverine run towards us, away from the fire.  Suddenly, the main gas pipe explodes, sending an explosion straight down the hall to him!

(Something like the ending of Return of the Jedi with the Millennium Falcon flying out of the Death Star)

Finally, Wolverine makes it out of the base before it all goes up in flames.  He begins panting heavily.  He looks at the flames as they lead to the sky.  He had finally found what he was looking for, but now it had been destroyed.

(Close up on the picture of the scientists, burning away in the flames.  We close up to one single guy in the shot.  It’s a young man, about 20 and wearing glasses.)

(Picture slowly burns up, but also dissolves to a recent photo of the man in the picture.  He’s bald and has no glasses, but we can tell that he is the one in the photo.  Produce a TV screen effect.  Base idea from beginning of Volcano)

News Anchorman (voice over the picture of the man): Good morning New York.  Senator Langley has begun speaking out against mutant criminals.  He claims he has a way to stop them, and it’s not mutant registration...

(Change clip to newsroom scene with the anchorman in the shot)

But it seems another group has ideas on ways to stop criminal mutants.  In latest news, the rogue mutant known as the Juggernaut has been apprehended today with the help of an unknown group of vigilantes.

(A small picture of Juggernaut is in the upper left corner)

(Shots of magazine photos, blurred video footage, and sections of damaged city structures speed by as vast arrays of many news reporters speak.)

"Who are they?  They are rumored to be mutants, protecting mankind."

"Some say they're terrorists.  Some say vigilantes.  Some say heroes.   Just who are they?"

"They’re the X-Men," a kid tells the reporter.

"It appears that this elite group of mutants, labeled as the X-men, are responsible for saving the World Leaders almost a year ago."

"The mutant known as Magneto, who was behind that attempted assassination, is still locked away in his plastic prison in a classified location.  There is no word of any trial whatsoever."

"Just what rights do mutants have?  And what power do they possess?  Are they our future?  Or our destruction?"

"Mutant registration?  Senator Kelly lies the foundation for fencing in the mutants and keeping them in line. But all these mutant crimes have proven that it'll take more than a law to keep them away from the life of crime.  Senator Langley has thought of another way."

(Brief clip of parts and photos of the Sentinel robots)

"Sentinels.  Are they the future of our country's protection?  The technology has been being used for horse sized guard robots in some of our nation's prisons.  Should giant ones be built for our defense?  Senator Langley prepares to take that up with the senate later this week."

"Our robots are going to be made to be fully automated with only slight manual controls.  That way, the likes of Magneto and his Brotherhood of mutants won't be able to take control of them."

"Just what is an evil mutant, Senator Langley?"

(Show Senator Langley, close up, surrounded by people)

Senator Langley: All mutants have the possibility of being one.

Reporter: Why build the Sentinels in the first place?

Senator Langley: The main purpose is to show those mutants what will happen to them if they get out of line.

Reporter: Just like public executions?

Senator Langley: Exactly. All mutants will cower before the strength of the Sentinels.  Everyone from the Juggernaut to the chained-up Magneto.

-Cut to Magneto's plastic prison cell that we left him in the last movie-

Magneto stares at a chessboard on the table in front of him.  "The chained-up Magneto?  What lies.  Giant metal robots instead of mutant registration?  It's just like the holocaust.  Hundreds of innocent people dying because they are not like those in control.  But those who have the Sentinels will be in control.  And believe me, Charles,"

We pan to the left of Magneto, and see Charles Xavier, a bald man in a wheel chair, sitting in front of him.

Magneto continues, "I will have that control.  Langley and the bureaucrats can't keep me in here forever, you know."

Charles smiles, moving his knight piece.  "What will you do?  Tear those Sentinels apart?"

He looks down at the board, purposefully making bad moves to get Eric to open up his plans.

Magneto moves his queen in a powerful attack.  "Why destroy them when I have the power to control them...destroying them would be a mere wave of the finger for me.  And you?  What will you do when those Sentinels come after you and your kids?"

"Sorry, Eric.  I've got other business to attend to.  In fact, I've got an appointment with one of my men."

Magneto moves one of the chess pieces on the board in between them.  "Check mate."

-Cut to Professor Xavier's office-

Wolverine enters the office.

Prof. X looks at him.  "What'd you find at the base?"

"Everything.  Sabretooth was there.  He was tracking me.  I did find out that all those experiments they did to me was part of something called the Weapon X Project."

"Did you find anything else?"

"No.  Sabretooth torched the place."

Professor Xavier begins to look worried.  "Weapon X.  But it wasn't being done at the base?"

"No."

"You did get somewhere.  All we need to do is find the lab where it happened.   Then we shall find your past.  I promise."

Wolverine looks away in disgust.  "What am I supposed to do until then?  With Magneto's brotherhood disbanded..."

"There are still a lot of mutants out there that need our guidance, Logan.  Believe me, there are."

End Opening Credits

-Heavy wind sound-

-Cut to bar scene.  New Orleans, a bustling party is going on outside the bar-

The noise of the Party Gra outside fills a bar room.  But four men sitting around a table in the bar barely seem to notice.  One of them is wearing a long, dark brown jacket.  We close up on him.  He looks at the cards he has in his hands.

With a smile, he drops his cards on the table.  "Royal flush.  No way you can beat dat!" he says in a heavy Cajun accent.

The other blokes on the table begin to look irritated.  One of them slams his cards down hard.  "That's the 3rd time tonight!  Something ain't right!"

The man in the brown jacket quickly begins pulling all the money into his arms.

An especially large man grabs the guy's arm violently.  "Not so fast, Cajun!  You aren't going no wheres!"

"That's where you're wrong!" the Cajun says, pulling away.  We quickly notice that he grabs the deck of cards as he runs.

"Get him!"

The three thugs chase after the Cajun, bursting out into the streets of New Orleans.  A short chase ensues, which finally ends in a dead end alleyway.  He looks around.  Walls scale upwards to the sky.  There is no way out.

The three card players show up.  One of them takes out a 9mm from his jacket.  "You're gonna pay for your cheating!  You just aren’t lucky at cards."

The gunman aims his weapon.  "Shame you don't have a weapon.  This is all too easy.  It doesn’t seem fair."

The Cajun smiles, pulling out a deck of cards.  "When you pick a fight with me, it never is."

The five cards begin to glow a bright red in his hand.

"What the?" One of the men stutters, obviously perplexed.

The Cajun throws the cards at them!  Suddenly, the cards explode like grenades!  Smoke engulfs the alley, sending the thugs into violent rages of coughing.  A long staff extends from the Cajun's jacket.  "Let's play."

He runs at them and with a few quick strikes and drives into the gut, the thugs collapse.

One of the thugs gets to his feet.  With his remaining strength, he points out his gun.  "Mutant!"

The Cajun angrily smashes the guy in the head with his stick.  A loud bone-crunching crack echoes in the street.

The Cajun smiles.  "Touché.  And the name's Gambit."

-Xavier School for the Gifted-

We see Wolverine standing in the back of one of the classrooms.  He’s thinking about what Professor X had just told him.  He has to find out more about this Weapon X project.  Whoever was in charge of it was going to pay.

Jean continues with her lecture.  "Machines are advancing rapidly, and I suggest you all familiarize yourself with the latest advancements in technology."

(Pan so we can see all the students’ faces. I.e. those we saw in the last movie and also the ones that appear later in the movie)

A blue skinned kid raises his three-fingered hand.  "What do you have to say about AI?"

"Artificial intelligence?" Jean says, obviously uncomfortable with the subject.  "As far as I see, artificial intelligence is not wise technological advancement.  If you give the machine the power, it could easily go against us and we'd be powerless to stop them."

"Except for the X-Men," a kid with feather wings shouts from the back.

Jean smiles.  The kids really admired them.

Suddenly, the school bell rings.  Students come spilling out of the classroom.  We soon lose sight of Jean and Wolverine in an ocean of mutant students.

We follow a young man and young lady as they enter the cafeteria.  The young man is about 18 years old and has his arm around the girl.  She is about his age and has a distinct lock of white hair in the bangs of her long brown hair.  The two are obviously good friends.

They go into the cafeteria together and we see them getting their food in the line.

“So, Bobby, what you think of Dr. Grey’s lecture?”

Bobby rubs his ear slightly, as though something is irritating him.  “It’s pretty good.  The thing is that AI is getting more and more common place.  Like those robots they use in the prisons.  They each have enough artificial intelligence that lets them run without controls.”

“Scary,” Rogue says, grabbing some spaghetti.  “I hope they don’t start using those things in the army.  It’d be the end of the world.”

The two sit down at a table.  Rogue looks at her coke cup.  "Dang!  It's warm."

"Nothing I can't fix," Bobby says, touching it with his hand.  In an instant, the cup becomes icy cold.

"Thanks, Bobby."

"That's nothing.  You should see what the professor’s been teaching me.  I’ve really been developing my gifts.  The professor thinks I might be ready our combat training program."

"Yeah, me too," Rogue says, half thinking. "Professor wanted to see me after class."

"Oh, is it about the..." Bobby says, looking a little worried.

"I hope it is.  Strange things have been happening to me lately, and I hope he found out why."

"Strange things happen to all of us.  I mean, we are all mutants," Bobby sighs.  He pauses.  "We’re still up for lunch tomorrow, right?"

"Sure," Rogue says as she leaves.  “See you, Bobby.”

“You’re leaving me again?”

But Rogue is already too far to hear him.  A look of disappointment spreads on Bobby's face.  Rogue had been avoiding him for the past few months.  Why?  In frustration, he slams the table hard.  The table instantly freezes, being covered in pure ice!  A hush falls on the cafeteria.  Bobby looks at his hand; it had turned into solid, pure, unforgiving ice.  Horror spread all over his face.  He opens and closes his fist, seeing if it still moves.

"What's happening to me?" he asks himself.

-Professor X's office-

A bald man in a wheel chair stares at some papers on his desk.  He's in his late 50s.  Dr. Jean Grey is in the room too.

Jean takes a deep breath.  "As you can see, Professor, Rogue's DNA make up has been drastically altering itself these past months.  Her genes are being messed up and she's developing some new powers -"

"Such as flight and super human strength," Professor Xavier interrupts.  "That’s what’s been happening lately.  Do you know what may have caused it?"

Jean looks at Rogue who is sitting in the corner and listening to their theories about what's been happening to her.  Jean pauses, thinking of the consequences of what she was about to say.  "Professor, it appears that Magneto's machine may have had something to do with it.  Although it was designed to only be harmful to humans, it appears that it was also harmful to some mutants.  Magneto must have made a mistake somewhere.  It’s too soon to tell what else may happen, but I’m sure Rogue got it from her exposure to the machine’s radiation.  That’s the best explanation I can give you.”

Rogue sighs.  More theories.  "Will I be okay?"

"Apparently, there aren't any harmful side effects,” the Prof. says.  “But think of it, Rogue - new gifts.  Not all of us are blessed with multiple gifts.  They’re yours to develop and master.”

Professor X can feel the pain in Rogue.  Just when she was beginning to fit in, this had to happen.  "You can go now."

Rogue slowly drifts out of the room.

She can feel Xavier in her head, comforting her.  "Everything will be all right."

Bobby enters the room, looking very worried.

Professor X smiles.  "No I didn't tell her, Bobby."

"How'd you? Never mind.  Good, you didn't tell her.  I-I-I-ah don't want her thinking I'm some sort of freak."

Jean studies him.  Something is definitely wrong.  "What happened this time?"

Bobby closes the door and locks it.  "It's happening…again."

Bobby shows his hand, now fully made of ice, but still functional.

Jean gasps.  She shakes her head.  “This isn’t related to Magneto’s machine.”

Professor X looks grim.  "I have not seen anything like this before."

Bobby slides a glove over his hand.

Professor X pauses. "I think I better contact an old friend to see what he can do for you."

-Cut to: Capitol Court House-

Senator Kelly looks around nervously at all the camera crew.  He shudders.  He really didn't want to be here, but it is what he has to do if he was going to continue impersonating the real Senator Kelly.  He looks up at the podium.  Another man, another mutant hater stands, watching the crowd.  He was the reason for the now ongoing senate hearing.

Senator Langley stands before the congress.  He was a faithful follower of Senator Kelly's beliefs against mutants and was all for mutant registration.  But with what happened at Ellis Island a few months to a year ago, things just started heating up.  Mutants were becoming more of a menace than they had first perceived.  No one knew what could be done to these 'rogue mutants' that terrorized humans.  Mutant registration wouldn't stop it.  Nothing could be done.  Nothing that is, until now.  The Senator looks up at the projected image on the screen.

It was a picture of a huge sapphire blue robot, 15 feet in height.  It was to be constructed to be used against mutants if they ever got out of line.  The robot would be a walking army, powerful enough to take down a platoon of commandos, or more importantly, a group of mutants.  They would be called Sentinels, silent stalkers in the night sky, completely undetectable and indestructible.  All would be armed with whisper technology, allowing the massive robot to be able to ambush any unsuspecting mutant.  Lasers, pulse blasters, missiles, rockets, heat detectors, and even a voice synthesizer would be loaded on it.  One Sentinel would be enough, but Senator Langley had something else in mind: An army of hundreds of Sentinels, maybe even a thousand.

Right now, the Senate was voting whether or not to approve Langley's proposal of the Sentinel Project.  Soon, very soon, the mutant threat would be a thing of the past.

Scott Summers stands in the balcony, watching the over self absorbed Senator. Scott was a 30-year-old man, wearing an odd pair of red glasses. His brown hair stands on end as he anxiously waits for the vote count.

Beside him, a black woman with white hair stands.  In contrast to Scott with his jacket and jeans, the woman is dressed in a solid black outfit.  "Scott, remind me again why we're here?"

"Storm, Professor Xavier sent us here to make sure none of Magneto's brotherhood doesn't show up."

"How will we spot that blue shapeshifting girl?" she asks curiously.

"She's right there, posing as Senator Kelly," Scott points.

They look down at Senator Kelly who was shifting in his seat.

The Head of the Senate walks up to the podium.  "The votes have been counted.  The Sentinel Project is approved.  The vote was unanimous!"

Senator Langley smiles.  Everything was falling into place.  He raised his hands and prepared to give a speech.

Scott frowns. This was not good.  Storm shakes her head.

Senator Langley boomed over the house speakers, "Thank you for your support!  And to show you that you made a right choice, I've brought one of our prototypes here for a demonstration.  It's waiting outside, so if you'll all follow me..."

Scott looks up.  "What?  He actually brought one of those blasted mutant hunters here."

Storm nudges him.  "I smell trouble.  We better stay close by."

-Scene Change: Outside the Capital in the famous grassy grove lying in between the Washington Monument and the Capital building-

The crowd gathers outside.  One of the Sentinels stands in the center of the yard.  It gleams in the bright afternoon sun.  Like a great statue, it stands proud, in a saluting stance.  Senator Langley stands at the podium, smiling like he had just won a baseball game.

A kid shouts above the crowd, "That's it?  It looks like you gave the David a face lift!"

A few members in the crowd laugh.

Senator Langley frowns.  People just didn't understand his vision.  "I can assure you, this Sentinel is fully operational."  He looks at his group of technicians dressed in lab coats standing on the side.  He gives them a slight nod.

The group instantly gets to work, opening up a laptop computer and checking a few satellite connections.  The head of the group gives the thumbs up sign.  Senator Langley smiles.  "Ladies and Gentlemen, I present to you the future of our country's security: The Sentinel!"

The Sentinel kicks into life.  It lowers its arm and drops to a crouching position.  With glowing green eyes, it stares at the crowd.

"It's so quiet," a woman whispers in the crowd.

Senator Langley heard it.  "Yes, Ma'am.  Our Sentinels are equipped with the latest technology.  These giants can be soaring through the skies without even the slightest noise.  Of course, the flight capabilities haven't been activated yet.  It appears that it uses up its power supply quickly, but I assure you all, it'll work in a few months.  But its firepower is at maximum for the big punch that Mutant Crime deserves!"

The crowd cheers!

Senator Langley was beginning glow.  "We have set up, for your entertainment, a target for our Sentinel to engage with."

A group of straw men were planted not too far away.  All of which had the words 'Mutant' written on them.

The Sentinel turns and stares at the targets.  "Target located," it says in a deep voice.  "Weapons armed. You have ten seconds to submit yourselves to the authorities.  You have 9 seconds to comply.  8 seconds...5 seconds...3 seconds...1 second...I am now authorized to use extreme force!"

A vast array of cannons flips open on its arms and shoulders.  SHOOOOOOOOMMM!

A blinding explosion erupts where the straw men were.  Once the smoke cleared, we see that a large crater blackened the target.  Senator Langley grins.  "Sentinel 1, Mutants 0."

The crowd erupts in cheers and applauds!  Everyone did, except for two people in the back.  Scott Summers shakes his head.  "Things are getting hotter than the Professor expected."

Storm nods.  "It truly is."

She frowns, something seemed to be wrong.  She looks at the Sentinel.  It appears to be staring right at them.

While Senator Langley bathes in his new fame, his technicians were huddling around the screen of the laptop.  One of the technician's jaw drops.  "What's it doing?"

"It's overriding the system," the other technician says.  "It's locking us out."

"Can it do that?"

"It can if it thinks we're preventing it from carrying out its mission."

"Well turn it off!"

"I can't.  It's got a full automated system."

The Sentinel continues to stare at the two men in the back of the crowd.  "Mutants detected.  Target Located."

The Sentinel opens up its cannons.

Storm taps Scott.  "You hear what it said?"

"I did.  And I think it's coming this way."

The Sentinel continues speaking.  "Die mutant!"

The crowd breaks into a panic!  Everyone begins running around, trying to find cover.

Scott bites his lip. Lots of people were going to get hurt, unless they did something.  But what?  He looks at Storm.  "Get the car, I'll be with you shortly."

Storm thinks for a moment.  "Scott, be careful.  You know you can't control your powers without your visors."

"I brought them."

"You have 2 seconds to comply."

Scott closes his eyes and slides on his visors.  He let out a yell.  "Comply this!"

Scott unleashes a powerful blast of pure red energy from his eyes!

The Sentinel blocks its face with its arm.  The giant barely seems to feel the blast.  "I am now authorized to use extreme force.  Die, Mutant!"

A score of missiles shoot out towards Scott!

Scott leaps out of the way, the missiles connecting with a statue behind him.  Pieces of marble tile rains down on him as he runs for cover.

Scott rolls to his feet.

He releases another blast of energy at the metal monster!

Storm watches the fight from the parking lot.  Scott wasn't doing well.  The Sentinel still stood undamaged.  Looking around first, Storm decides to use her powers.  Her eyes turn white.  The clouds above darken quickly.  Suddenly, a big thunderbolt pulses down and slams into the Sentinel!

The group of technicians frantically continues to try to regain control of the Sentinel.  One of them types away furiously on the laptop.

Behind them, the Sentinel begins careening backwards into the Aerospace Museum!

The Technicians breathe a sigh of relief.  The Sentinel switched back to manual mode.

On the steps of the capitol, Scott pants heavily.  A car drives up in front of him.  Storm is at the wheel.  "Get in," she says.

-Cut to bar counter.  Camera is at glass level view.  All we can see is a hand grasping a bottle and a TV in the back-

The anchorman on the TV taps his earpiece.  "Something has gone wrong with the testing of the Sentinel robots at the Capital.  The Aerospace museum was severely damaged and a few high schoolers were injured.  This is terrible."

Sharpen hand-grasping bottle while TV goes blurred

The hand shakes slightly in anger.  Then, the bottle begins to glow a violent red.  "Darn mutant killers," the man says.

Then the bottle slowly begins to cool down and the red glow fades.

-Cut to outside of Xavier's Mansion-

A white truck drives up to the doorway.  Jean and Professor X stand by the entrance of the mansion, ready to greet their visitor.

Professor Xavier smiles and says to the man in the car.  "Welcome back, Hank."

The door to the truck opens, revealing a man in a white lab coat.  Correction, it wasn't a man.  It was some sort of animal.  Or was it?  It was a blue fur covered mutant with long gorilla like arms and canine teeth.  The guy smiles.  "Hello, Xavier.  Never thought I'd come back here."

Professor Xavier reaches out his hand in greetings.  "You remember Jean, don't you?"

Beast looks at her.  "Oh, yes.  Dr. Jean Grey.  I remember you.  Last time I saw you, you were making plates fly."

Jean laughs.  "I've grown up since then, Hank.  Or should I say Beast?"

"It's been a while since anyone has called me that," Beast says in a very gentle voice.  "I was in the middle of studying the deadly L virus.  Mind telling me why you interrupted my research?"

-Cut to them walking through the mansion-

Professor X continues to explain to the blue furred man.  "We need your assistance with one of our students, Bobby Drake.  It seems that his mutant abilities have under gone another level of, how shall I say, evolution."

"And where is he now?"

Jean interjects, "He's with some friends.  They're all learning combat training in the Danger Room."

"Ah yes," Beast says. "If I recall, it's not a good idea to leave kids alone in that war room.  Someone could get hurt."

Professor X looks at him.  "Logan is guarding them.  They'll be fine."

-Cut to Danger Room.  Descr. Large square metal room, high roof, small enclosed viewing box located near the top overlooking the room.  A group of kids are standing in a line.  All are about 18 - 25 years old. -

A group of five of 18-25 year old young adults stands in a straight line, sort of like army soldiers.  Each of them looks different from the other: a metal man, a hunched blue kid with a tail, Rogue, Bobby, and another brown haired girl.

Logan walks in front of them like a drill sergeant.  "We're going to be making X men out of you mutants.  I want no complaining, you hear?  Once the mission starts, you carry it out all the way.  This is the Danger Room; we have holographically produced enemies for you to take on.  Although holograms, you can hit them as though they were real.  And believe me, they can hit back just as hard.  I suggest you guys get acquainted, it just might be your last chance to."

Logan leaves the room.

Rogue looks at the other students with them.  "I'm Rogue."

The 7-foot metal man says, "I'm Peter, also called Colossus.  The blue guy here with the tail is Kurt, also called Nightcrawler."

The yellow eyed, blue character Nightcrawler waves with a three-fingered hand.

Rogue winces.  He also had only two very large toes on his feet.

Bobby tapped her.  "I presume you already know Kitty, right?"

The other brown haired girl waves.  "I prefer Shadowcat."

"Quiet!" A voice booms over the speakers.  Everyone looks up at the viewing deck.  Logan was there, shouting into a microphone.

Nightcrawler rolls his eyes.  "No wonder he's called Wolverine."

"I heard that!" Logan snaps.  "We'll try something simple for you rookies.  Magneto's Mayhem.  Cheesy name, interesting level."

The room suddenly goes dark.  Nightcrawler chuckles.  "Be afraid. Be very afraid."

A dense fog forms in the room as some metal structures took form.

Bobby raises his gloved hand.  "Stay sharp.  Colossus, check out what's over there."

"You've got it," he answers in a heavy Russian accent.  He clangs off into the fog.

Colossus came back.  "Didn't find anything."

Colossus suddenly morphs into Wolverine.  "You're dead now, bub!"

Bobby looks in horror as Wolverine charges at him!

Nightcrawler disappears, then reappears in front of Wolverine.  Wolverine pauses, obviously surprised.  Then he shapeshifts into the blue scaled girl: Mystique.

Nightcrawler's jaw drops.  "Holy-"

A roar echoes from behind them. Shadowcat spins around.  Someone's stalking her.

Nightcrawler continues battling it out with Mystique.  He quickly flips like a gymnast and drives his foot into her mid section!  Mystique screams, dropping to her knees.  Nightcrawler swiftly wraps his tail around her neck.  "Gotcha."

"No you don't," Mystique says, kicking him in between the legs, hard.

Nightcrawler let out a yell, and drops to the ground.

Rogue flies up into the air, trying to see what was happening in the dense fog.  Toad suddenly leaps out of no where and shoots his tongue out at her!  Rogue spins in mid-flight, dodging the tongue.  She sped quickly, trying to punch him with all her strength, but Toad drops down and shoots his tongue round her body, choking her!

Sabretooth bursts through the fog, roaring like a lion.  With cat like swiftness, he swings his claws at Shadowcat!

Shadowcat closes her eyes.  Her body becomes phased; allowing Sabretooth's claw to pass threw harmlessly.

Sabretooth stares utterly confused.

"I'm coming Kitty!" Colossus yells, running to protect her.   An earth shaking impact echoes through the room as he slams into Sabretooth.

Magneto suddenly took form over head.  "Nice metal body."

Peter cringes as his body is lifted into the air.  He let out a yell as he is flung across the room.

(Rogue is seen in the back being tossed around like a rag doll by Toad's tongue)

Logan watches from above.  Everyone was running around like a batch of chickens with their heads cut off.  Logan sighs. He could be out searching for the clues to his past instead of baby-sitting these losers.  He could already see their problem.  They just had -

 "No team work?" Jean says as she came up from behind him.

"What?"

"I was reading your mind.  The kids aren't doing too well?"

Logan nods.  "They’re acting like a disorganized pack of drunkards."

"I see."

“Wait, aren't you supposed to be with Scott?"

Jean smiles to herself.  "Scott's up at Washington with Storm.  He'll be back here tomorrow night."

"Nice.  Now how about we - whoa!"

The controls of the Danger Room had moved, shutting the whole system off.

The students inside all drop from where they were.  Colossus is panting hard.  Rogue walks up to Bobby.  "What happened?  I saw you use your powers better then you did in here before."

"Well..." Bobby says, trying to think of a feasible answer.  "I didn't see you doing much either."

"It's because I'm not used to being able to fly and have super human strength.  You'd freak out to if your mutant abilities began changing."

Bobby looks away.  "You don't know the half of it.”

The lights in the Danger Room turn on.  The main doors slide open, revealing Professor X and Beast.

The students fall silent.  Professor X calls to them.  "Nightcrawler, Colossus, Shadowcat, Rogue, let's go.  You'll be late for class."

Rogue looks at Bobby, obviously worried.

"Now!" Professor X commands.

The four kids leave.  Shadowcat runs right through the metal doors of the danger room.

Beast walks over to Bobby. "I've come to check you out."

-Change scene: Underground mine somewhere.  Dimly lit, yet highly high tech looking.  Low mechanical hum fills background. -

Senator Langley walks inside with an assistant.  "What do those politicians know?  Putting the Sentinel project on hold for a month just because of that one outburst.  Madness, I tell you!"

His assistant remains silent.

The Senator was still furious.  "There are mutant criminals out there that are reeking havoc on the nation.  And we have everything here ready.  How many Sentinels can we make in a day?"

His assistant looks at his clipboard.  "About 30 a day."

"Well they didn't say we couldn't make them.  We'll be able to make 900 Sentinels by the end of the month.  We'll be ready for any mutant take over by then," he pauses.  "But we could have them out in the field already if it wasn't for those...those...what are they called?"

His assistant checks his clipboard again.  "The man was identified as a member of the X-Men."

"Just who are these 'X-Men'?"

"They saved all the world leaders a few months back.  They defeated Magneto and his Brotherhood too."

Senator Langley shakes his head in disgust. "Real considerate of them fighting so near our President.  How do we know they weren't even with this Magenta character?"

"Magneto, sir."

"Whatever!  Madness, I tell you. Pure madness.  And if you ask me, this Magneto character is of no threat.  Last I heard, he was locked up in one of our government's national security prisons."

-Magneto's Prison-

Magneto sits alone in his cell with a newspaper by his lap.  His time to act was now.  He pauses.  The sounds of footsteps echo somewhere near his cell.  Someone was coming.

The prison warden was carrying a plate of food to be brought to Magneto.  A pair of guards stop him.  "Hold on, we have to scan you to se if you've got any metal on you."

The guard held up a metal detector and runs it around his body.  He breathes a sigh of relief once the metal detectors caught nothing.  He walks down towards the plastic prison.

The warden goes in and opens up the prison door.  "Good evening, Magneto.  Brought your food.  It's some more slop.  That's just what you mutants deserve.  Because you are slop, pal.  High and mighty," he mocked.  "I'll leave you to dine in your wonderful plastic palace.  Heh-heh."

As the warden was about to go out, Magneto stretches out his hand.

The man's head gets yanked back.  "Yahhh!"

Magneto looks at him.  "You've got metal in your head."

"Metal plating, injured in Vietnam," he says, trying to squirm from the magnetic grasp clutching his head.

"Really now," Magneto says.  "It's just what I need to get out of this prison."

The warden could feel the plating in his head begin to shift.  "Okay. Okay.  What do you want?"

"I want to get out of here."

"That's not possible," the warden says.

"It can be arranged.  Your head intact for my freedom."

The two guards stand up.  The warden was walking towards them with his head arched back.  Magneto was right behind him.

The warden stops at the closed door.  "Open it."

"We can't sir," the guard says.

"Open it!  And don't shoot any bullets!"

"Better do what he says," Magneto says.

The guard unlocks the door.

Magneto taps him.  "Empty your gun, those ones you have made out of wood."

The guard does so.

Magneto smiles.  "Now get down or else I'll rip the warden's metal plated head in two."

"Do it!" the warden screams.

Magneto walks with him up to the point where the plastic walls and locks end.  "I have no use for you anymore," Magneto says.

With a flick of the wrist, he throws the warden across the room and locks the metal door shut.  He was almost free.  The bullets he had emptied now float around him, waiting to blast anyone who stands in his way.

He begins to casually hover towards the main exit.  Passing by lots of cells on his way out, he decides to peek into one.

"Hey!" a man shouts from the nearest cell.  It was a white man with blue hair and black eyes.  "Want to bust me out of here?"

Magneto looks at the sinister man.  "And may I ask who you are?"

"I am the powerful Mr. Sinister.  I could help you.  I know how to control these humans at my will."

"Don't listen to him!"  An extremely obese man shouts from the next cell.  "Bust me out!"

A score of mutant criminals all start calling for Magneto to free them.

Magneto raises his hands for silence.  "I do not need any of your assistance this time.  I have in my power the ability to control this country.  Good day, gentlemen."

Magneto leaves them.

Outside, a small group of red robots (based on the ED209 robots in Robocop) guard the premises.

"Ahhhh," Magneto walks out of the prison towards them.  "More metal for molding."

The robots all turn and aim their weapons at him.  "Halt!  You have 10 seconds to comply."

Magneto releases the bullets on them.  The robots stare, unaffected.  "You have 5 seconds to comply."

"And you have five seconds to live," Magneto says.  He clenches his teeth angrily.

The robots begin shorting out as their bodies crush inwards.  In a few seconds, the robots had been reduced to a pile of rubble.  Shards of their metal began lifting off the ground.  The metal twists, fuses, and bends together.  Then, forming a powerful red armor, they shoot down on Magneto, wrapping around him and dressing him up like a knight from medieval times.  Finally, a helmet built slightly larger than the one he originally wore, flies down on Magneto's head.

(Side Note: He should resemble the comic version. He should produce the ambience of power and fear as well.)

"Prepare yourself, Langley," Magneto says to no one.  "Senator Kelly fell before me, and now you will too.  You will fall to the power of Magneto!"

-Change Scene: X-Men Lab-

Bobby lies flat on a metal bed.  He didn't have any clothes on because Beast told him to undress.  Beast pokes a needle in his hand, but the needle breaks against Bobby's hard, icy hand.

Beast says, "It appears that your body is taking another step in your mutation.  You just have to let it runs its course.  As for now, I can't stop it. I'm sorry."

Bobby sighs, clearly irritated.
 
“Hey, at least it’s not the L virus.”

“The what?”

“The Legacy virus.  Dr. Moira and I have been studying it.  As far as she has shown me, this can’t be it.”

Bobby continues to listen.  “What does this L virus do anyway?”

“You don’t want to know.  It’s...”

Just then, Rogue comes into the room saying, "Hey, Mr. Beast, I got the gauze y' asked me to git for ya and I -"

She stops in mid-sentence when she sees Bobby naked.

"ROGUE!" Bobby shrieks.

"Ahm sorry, y'all, ah just…"

Beast ushers the girl outside.  "It's alright, now run along."

Beast goes back inside the lab room.  Mounds of snow had formed around Bobby's waist and thighs like a snow brief.  "Did she… see anything?"

"No," Beast answers.  "As I was saying, it appears that your body is slowly changing into solid ice.  How long it takes and what the consequences are is what I don't know.  You chest area is also freezing up in some places.  The bad news about all this is, the more you use your powers, the quicker your condition will worsen."

Bobby slams his head down hard on the metal table in frustration.

-Change scene: School lounge area.  Sofas, tables, billiard table, and other forms of entertainment fill the room-

Colossus looks up at 20 year old Shadowcat.  She is wearing a very revealing black swimsuit and is striking a very sexy pose.  "Hold that pose while I get myself ready," Colossus says.  He closes his eyes for a second.  Almost instantly, his steal metal skin changes to normal human flesh.  Even his eyes became normal.  "Let's begin."

He took out his pencil and paintbrush and begins sketching out Shadowcat on a canvas he held in his lap.  Then he began creating his masterpiece.  Colossus enjoyed painting.  It helped him relax.  Peace was important to him.  Unlike Nightcrawler who constantly wanted to make sure everything in the world was okay.

He glances at 23 year old Kurt staring at the chessboard sitting on the table.  Nightcrawler shakes his head.  "How can you do this and paint at the same time?  I can barely even understand this game."

Colossus laughs.  "That's what you get for wanting to be a monk.  I, on the other hand, wanted to play chess like my buddies in mother Russia."

Nightcrawler moves his pawn.

Colossus chuckles.  "Your king's still in check."

Rogue bursts into the room.  "Next time, warn me about any nudity in your suggestions, Colossus!"

Colossus and Shadowcat look at her.  "What?" Shadowcat says.  "He wanted you to pose for him naked?"

"No!" Rogue shouts.  "He suggested that I go and help Beast with Bobby. I accidentally saw Bobby naked on the medical bed.  He looks so helpless and…oh, I hope Bobby will be alright."

Shadowcat gives her a reassuring smile.  "Bobby-o will be fine.  Beast will find a cure for his condition."

"Condition?" Rogue says.

"Oops!" Shadowcat blurts, she wasn't supposed to tell her.   She becomes cross-eyed for a second.  "Um...Well you see -"

"Hold still!" Colossus snaps.  "And strike up that pose again."

-Scene Change: Bathroom mirror-

Bobby stares at himself.  He really didn't look well.  He glances again at his hand.  How long till he'd fully be turns into an ice monster?  Bobby runs his fingers through his hair.  He stops.  There was a clump of hair in his hand.  He looks at the mirror.  He was balding, rapidly.  He bent over and looks at his scalp.  It had turned to ice too.  No!  This was happening too fast.  Bobby grabs a cap and threw it on himself.

-Scene Change: New Orleans, Morning, hotel lobby-

Gambit is sitting in a fancy sofa.  A man stares at him from a chair in front of him.  The man came up to him earlier and asked him if he wanted to make a million dollars easy.  With times being so tough for a thief like him, this was the break he needed.  The man was in a suit, meaning he had the money that he claimed he had.  And now, he had just asked him a heavy question.

"Are you willing to let us study your mutant ability?"

Gambit could feel his blood tingle.  "And why would Gambit allow you to do that?"

The man pulls off his sunglasses.  "Because he would get 1 million dollars for it.  It would only take an hour."

Gambit is still skeptical.  "You're not trying to put me in jail, eh?"

"No-no.  We just, how do I say, have this little problem with energy supplies.  Our company produces large machinery that requires a lot of energy.  And it appears that you can create it at will."

"I don't' know what you're talking about."

The man flips open a folder.  "We've got witnesses, Mr. LeBeau.  We'll only take an hour studying, no more.  We just need to know how to tap in to the energy source of objects."

"How much energy are we talking here?" Gambit says.

"Same amount as a nuclear reactor, per machine."

"What is it that your company makes that requires so much energy?"

"That's what the 1 million is for."

Gambit puts a cigarette in his mouth.  "I'd like to see the money first."

The man opens up a brief case loaded with money.

Gambit almost drops his cigarette from his mouth.  Once realizing what he had, he relaxes.  "Alright, monami, you got yourself a mutant for studying."

-Scene Change: Washington DC-

Scott Summers and Storm watch the technicians head for an office building, apparently Langley's head quarters.  The Sentinel body had been taken away earlier.  Scott looks over to Storm.  "We've got to know more about these Sentinels."

Storm nods.  "We can simply go in and look."

"And break the law?"

"You want to find out or not?"

"Professor won't like this...and Storm, no powers.  We don't want to draw any unneeded attention." Scott says as they headed in the building.

Scott and Storm head for the office of Senator Langley.  The security was rather slim today, with the outbreak on capitol hill and all.  The two of them easily made it through.  Scott looks at the office door.  He knocks on it.  Storm hides on the side.  The door opens up.  A secretary ushers him in.  "Yes?" she asks.

"Senator Langley is expecting me."

"Name?" the secretary says, flipping through the appointment list.

"Summers."

"I'm sorry sir, but your name's not on the list."

"What?!" Scott blurts out!  "This is insane!  I registered with him over a year ago.  He must see me!  I demand it!"

"Sir!" the secretary says, trying to calm him down.

"If he doesn't come and talk to me I'll blow the lid off of his Sentinel scam!"

"Excuse me?" Senator Langley asks, coming out of his office.  "Scam, you say?"

"Yes!" Scott shouts.  "You plan on using them for marshal law!"

"That's absurd."

"Then how do you explain that!" he points out the window.

The three of them look outside in the heavy rain, trying to see whatever it was Scott was pointing at.

Storm hurriedly sneaks behind them, and into Langley's office.  She takes out a small pin.  She fumbles with it, opening up a lock on a filing cabinet.  She flips through the files.  Scott's loud shouting could be heard from the other room.   Storm finally finds what she was looking for: A whole bunch of folders on the Sentinel project.  Storm pulls out the chunk and ran for the window.  Storm takes out a blade and slices the rubber lining of the glass.  She easily slides out the pane and leaps out.

In the other room, Scott was already being hauled out by the security.  "It's our tax money!  You're going to waste it all! Be warned you dictator!"

Senator Langley fixes his tie.  "Of all the nonsense."

He went back into his office.  He grabs his bag nearby and heads out.  "Ms. Betty," he tells the secretary. "I have a meeting in Virginia.  I'll be gone for a week."

"Yes, sir."

-Scene Change: Dark Lab.  Gambit sitting on a dentist chair style of thing-

The man finished checking Gambit's hand.  Then he checks the charged card with a microscope.  "That'll be all, Mr. LeBeau.  You apparently have a unique mutant ability.  Our government owes you its gratitude.  Just take your million dollars and forget about us."

Gambit looks outside the window.  He was in a small building in a valley.  Wilderness surrounded the area, showing no sign of life.  "You'll bring me back to New Orleans, no?"

The man finishes pulling off his gloves.  "Yes. My men will just lead you out to the helicopter and they'll fly you and your money back."

Gambit put his brown coat back on.   Something wasn't right.  The initial study they engaged in only took a few minutes.  "You mind telling Gambit what you are going to do with the information?"

"Remember," the man says, "1 million dollars."

Gambit shook his head as he was escorted down a hallway.  He could hear the whine of heavy machinery near by.  It almost sounds like it was coming from underground.  Out in the main valley clearing, many trucks were parked, huge semi trucks to be exact.  This was no ordinary place.  Plenty of men in suits with earpieces wondered around the area.  Something definitely wasn't right.  Why would men in suits be hanging out in a deserted place like this?

Gambit notices a small mine opening into the ground nearby.  "Eh, this some sort of old mine?"

The escorts walk silently.  They pass by some agents.  The word "sentinel" floats to Gambit's ears.

"Sentinel?" Gambit says, partially shocked.  "Do Gambit's ears deceive him?  This is the Sentinel Project?  The Mutant Killers?  You used Gambit against this own mutant kind?"

Gambit draws out his long wooden staff.  With a quick swing, he clobbers one of the escorts to the ground.

The other agent shouts in his collar, "The mutant caught on.  Repeat, code red!"

Gambit spins around, driving his stick into the man's stomach.  The man crumples to the ground, but Gambit wasn't through.  He slams the stick right into the guy's chin, then hard down on his neck!

The helicopter begins to take off.  Gambit looks around.  A hoard of agents had begun running his way.  He checks his pockets.  Dang!  No cards.  Then it caught his eye: a box of nails sitting by a shed nearby.  Gambit runs and grabs a handful.  Turning around, he sees the agents running, drawing out their guns.  The nails in his hands glow brightly.

"ARGH!!!" Gambit yells, throwing the nails at the agents.

Like little grenades, each nail explodes as it impacts something.  A few agents get blown away while a few duck for cover.

Gambit leaps up on top of the shed.  The helicopter was just in reach.  Propelling himself with his staff, he lands on the side of the chopper.  With a grunt, he jumps in the copilot’s seat.  Gambit grabs the pilots helmet.  It glows a faint red.  "You fly Gambit back to New Orleans or your head 'll blow up!"

The agents on the ground look up angrily at the helicopter as it skims over the top of the valley.  Senator Langley walks near them.  "Don't worry.  We'll be able to catch him.  I've handled worse mutants.  He's not going to be able to enjoy any of that million."

-Scene Change: Xavier Mansion-

Scott bursts into the mansion, heavily distraught.  The folder Storm and he took was tightly grasped in his hand as he continues to run through the mansion.

Camera follows him as he runs throughout the mansion, heading for the main dining hall.

He hastily rips open the doors to the dining hall.  Professor X and the others stare at him.  "Scott?  Storm?" Jean said.

Logan shrugged.  "Jean, please pass the potatoes."

Jean lifts them with her mind and brought it to Logan.

"Thanks."

Scott was breathing heavily.  He walks to Professor X.  "I need to show you something of grave importance."

-Change Scene: Professor Xavier's office-

Jean was flipping through the folder.  Every page inside had the words 'confidential' on it.  "It's about the Sentinel Project.  It's the plans, designs, and details to it."

"And it says?" Storm asks

Jean continues looking through it.  "As far as I can see, the Sentinels' design requires a lot of energy.  They'll need a giant energy source to make them run, or at least to recharge them.  They run on electricity, but not even a Nuclear Power Plant could have more than a hundred running for a few weeks."

"Is that what this is?" Storm says, pointing to a smaller folder inside it labeled 'power supply'.

Jean opens it.  "Not what, who.  It appears they found a mutant that has the ability to excite he kinetic energy in any object.  And if you remember what that one guy says, 'with the pure energy of a sandwich, you can run a city for a year'.  The instructions here say for this guy, Remy Lebeau, also known as Gambit, to be brought to the Sentinel factory for testing.  It also indicates that he is to be returns back to New Orleans."

"So this guy, Remy, he knows where the Sentinel's are being made?" Scott asks.

Professor X looks distraught.  "Those Sentinels were put on hold.  None were to be made till after the next hearing, and that's if the votes were in their favor again.  We have to do everything to stop these Sentinels from being made illegally, for all mutant kind's sake.  We must find Remy Lebeau and find out where the Sentinels are being constructed.  You should head to New Orleans at once."

Jean opens up some more pages. "I wonder where Senator Langley gets the funding for it?"  She leafs some more through the folder.  "Oh that's interesting."

Storm looks at the paper.  "It says he's been taking the money from a project called Weapon X."

Logan eyes twinkle.

Storm continues.  "It appears that the Weapon X project has been receiving money even though it's dead.  Must be some glitch."

"Or maybe he wanted to cover his tracks," Scott says.

Jean let out a low whistle.  "And guess who was in charge of this so called Weapon X project?"

Jean took out a picture from the folder and dropped it in front the Professor.  "Senator Howard Langley."

Logan could feel the anger building up within him.  This was the guy who was responsible for what happened to him.  All those nightmares every night, all the pain he suffers, his misery, are the guy's fault. Logan growls, "YAHHHHH!"

SHINK!  3 large adamantium blades shoot out from above his knuckles.  With a swift punch, he drives the claws right through the picture.

-Change Scene: Bedroom of Colossus and Bobby-

Bobby rinses his hands.  He checks his iced one.  It wasn't melting.  That's a good sign.  Maybe it wouldn't be so bad after all.  He groans.  Who was a he kidding?

A low rumble vibrates the room.  Bobby runs out into the main bedroom area.  "What's happening, Peter?"

Colossus carefully puts away his painting of Shadowcat he did earlier, and then he stands up and looks out the window.  "By mother Russia, they're leaving."

"Who?"

Colossus smiles back.  "The X-men."

Bobby runs to the window.  The Basketball court had slid open, revealing a big hangar under it.  The Blackbird, the plane of the X-men, majestically rose out of the hangar.  Bobby could feel the rush of the plane preparing to bursts away.  Then in one final second of peace, the ship shoots off into the night sky.  Bobby could feel his heart pounding.  One day, he wanted to be just like them.  It was the dream of all the students here at Mutant High.

-New Orleans-

A party fills the streets of the main downtown square of New Orleans.  Drunken men and women wonder around aimlessly.  A strong wind blows over the crowd.  Those that were sober enough to notice look up to the sky to see where it came from.

Just a little out of town, the Blackbird lands quietly.  Scott gets out of the plane in full uniform, including visors.  "Cyclops," Storm calls after him.

Scott turns around, "Yes, Storm?"

"We'll need to split up to find him."

"I know.  Everyone spread out and meet back here by the plane in 10 minutes.  Our mission is to find Gambit.  Top priority is to bring him back to Professor X.  If trouble arises, leave the rest of us and bring him back.  Understand?"

Wolverine comes out of the plane.  "Just the way I like it.  But I won't wait for you too long when I find the Cajun.  After 10 minutes, I'll leave without you."

Jean follows.  "Don't push it, Logan."

"It's Wolverine," he grunts back.

The X-Men spread out into the city.  Wolverine begins to weave through the crowd of people, heading for the nearest bar.  The average group of bottom dwellers hang around the counter.  He was used to them.  Wolverine walks to the bartender.  "I'm looking for a mutant."

The bartender continues cleaning a glass mug.  "So does Senator Langley and his robots."

"I'm looking for a guy named Remy LeBeau."

The bartender looks around.

The bartender put the glass mug down.  "I don't know any Remy Lebeau.  But If you ain't gonna order something, then get out."

(Wolverine close to camera [sharp] bar area in back [blurred], then switch, so we can see-)

A man in a brown coat in the corner stands up and heads for the back.

Wolverine pauses.  He could've sworn he heard someone run out the back.  He looks down the hallway going to the back of the bar.  The exit door was just closing.  Wolverine felt his adrenaline rush through his veins.  He quickly bursts down the hall, chasing whoever was running from him.

Slamming the back door wide open, Wolverine sniffs the dirty alley.  SHINK!  He claws shoot out, ready for battle.  A figure behind him takes form from a pile of garbage.  The figure pulls out a long wooden staff.

Wolverine instinctively spins around, catching the stick in his claws before it hit his head.  He let out a growl, staring at the man in the brown coat.  "You've made a huge mistake, bub!"

"I think it is you who is mistaken, no?"  Gambit says back calmly.  He grunts as he tries to pry his stick away from Wolverine's claws.

"You're comin' with us, Cajun!"

"Gambit don't go with nobody!"  Gambit quickly yanks his stick out and swings for Wolverine's legs.

"Gahh!" Wolverine yells, slamming hard on the ground.

He taps the X comlink on his costume.  "Cyclops, Storm, Jean, I found him and he's getting away!"

Cyclops looks around the street area.  He instantly spots the brown-coated figure leaping above the crowd.  "X-men, move-move!"

He bursts after the guy, his hand clasps hard over the side of his visors, ready to open them when he had to.  But the fugitive was getting away, and entering a parade full of people.

Gambit runs down the main street, now cleared for a parade of costumed Indians.  Some guy with a visor was chasing him.  Ever since he got back from the Sentinel Project station, people have been chasing him.  He had to leave his million dollars in his motel room for safety.  And it seems that his safety had just run out.  He had to make it back to his room and get the money and split.

Wolverine leaps up to the fire escape of the building, climbing it quickly.  On the roof, he could spot the Cajun running down the street, heading for the Lobster Motel.  Wolverine sped along the roof, heading for the building.

Cyclops taps his X comlink.  "Lost him."

"Don't worry, boy scout," Wolverine voice crackles back through his earpiece, "I'm on his tail.  He's heading for the Lobster Motel."

Gambit runs through the motel, heading up the stairs and towards his room.  Frantically, he opens his door and enters.  Gambit pants heavily as he locks the door.  A strong wind blows into his room.  Gambit looks behind him.  An African woman stared at him with white eyes from outside his window.  She was flying, and wind was shooting through his room.  Gambit reaches into his jacket and drew out a hand of glowing cards.  With a shout, he throws them at the flying woman.

Storm dodges the cards easily.

Gambit glares back.  She wasn't going to attack him. He reaches under his bed and pulls out a black briefcase.  There was a heavy crash.  He looks up and sees the man with the claws staring at him through the broken doorway.

Wolverine growls menacingly.  "It's over."

Thinking for a moment, Gambit drops his briefcase and stick.  He'll let them think they had him.

Storm smiles.  "Wolverine!  Take him so we can -"

A massive hand swings by the window, slamming into Storm!

Wolverine could hear the powerful impact.

Jean and Cyclops look up high above the crowd to the top of the building.

Jean's jaw drops.  "Oh my -"

A giant 15-foot Sentinel stands in the street, standing as tall as the two story buildings of New Orleans.  It looks into the room of the motel.  "Target Located.  Mission: Terminate with extreme prejudice."

Cyclops hits his X.  "It's a Sentinel, get Gambit and get out of there."

"What is that thing?" Wolverine says, seeing the huge robot face staring at them through the window.

The head pulls away.  Gambit freezes, not knowing what to do.

Then the robot's hand bursts through the wall of the room, reaching out to grab Gambit!

Wolverine leaps in the way, pulling Gambit out.

Wolverine glares at the Cajun.  "It's for your own good!"

He punches the Cajun square in the head.

Gambit could feel blackness surround him, then take over.

The Sentinel aims its primary cannons in the motel.

"Shoot!" Wolverine runs and jumps out the window, with the Cajun in tow.

The whole motel second floor blows apart violently!

Storm gets up out of a pile of rubble.  She looks up and sees the Sentinel standing tall above what was left of the motel.

Storm runs towards Cyclops and Jean.  "What do we do?"

Cyclops spots Wolverine in the crowd.  “Jean, tell him to go to the plane.  We'll hold the Sentinel off.”

Jean closes her eyes and sent the message.

"Now it's time to take one of these mutant killers down."  Cyclops opens up his visors.

The air shudders as the laser flies at the Sentinel.  The Sentinel only seems to get a little fried by the blast.  "Mutants located."

Cyclops continues a nonstop blast at the Sentinel's midsection.  "It's not working!"

Storm flies up into the air.  "Power of the Arctic winds - send hail!  Hail!"

The sky instantly becomes blackened by the dark thunderclouds.  Hail plummets down hard on the Sentinel.

The Sentinel, immune to pain, targets the flying woman.  "Mutant targeted.  Prepare fire."

A laser blasts out from its eyes, shooting Storm!

Jean quickly stops her from falling.

Cyclops's laser begins taking its toll on the robot.  A deep rumble shakes the air like thunder as the arm of the Sentinel blew off.

By now the crowds of the busy street erupted in screams as they ran for cover from the mutants.

Cyclops directs his laser at the Sentinel's waist.  With a grunt, the laser fires out, slamming into the Sentinel and sending it plummeting into the motel.

Cyclops seals his visor.  "That wasn't so hard."

Storm was on the ground, unconscious.  Jean held her, checking to see if she's okay.

A low hum filled the windy air.  "What is that?" Cyclops says.

5 Sentinels lower from the sky.  The ground shakes from their landings.

Cyclops shields Jean.  "You'll have to go through me first!"

The 5 Sentinels crouch into fighting positions.  "With pleasure," One of the Sentinels says.  The five of them open up their cannons.  "Fire!"

Cyclops screams as the lasers hit him, blowing him away.  Jean stares up helplessly as the Sentinels reach down to grab them.

-Grassy field just outside of the city-
 
Wolverine hobbles towards the plain with the heavy Cajun on his back.  He ties him to the one of the seats in the cockpit.  Looking outside of the cockpit, Wolverine could see smoke rising up from the city.  "Come on."

He waits for Jean or anyone to come over the hill to meet him.  Then he spots it: the five sentinels flying high into the clouds.  The group was heading his way.  Wolverine turns off all the lights of the plane.

"No," Wolverine says, seeing Cyclops, Jean, and Storm all clutched tightly by the Sentinels.

He had to do something.  They were being taken prisoner.  Wolverine kicks the plane on and begins to take off.  Flying through the sky, he searches for the Sentinels.  They appear to have vanished.  He flips on the radar systems.  Not even a blip blinked anywhere on the board.  Wolverine rubs his forehead.  He had to come to the realization that the X-Men were taken prisoners, and he hadn't the slightest clue where they were.

-Cut to a brightly lit lab room-

Senator Langley and one of his technicians sit by a computer.  The screen displayed a few shots of the X-Men in New Orleans.  "This is what the Sentinel recorded before it got offline?" Senator Langley asks.

"Yes, sir," the technician says.  "These were sent in by Master Mold awhile ago."

"Who's that?" Senator Langley says, pointing to a shot of Wolverine.   "Freeze it."

The technician moves his mouse to the shot and clicked.  The shot freezes.  He magnifies it so that a close up shot of Wolverine could be seen.  "Know him, sir?"

"Yes."

"You want me to run a scan to find out just who he is?"

"That won't be necessary.  We erased his past," Senator Langley says, staring off into space.

"Sir?"

"I was part of a classified project of the government called Weapon X.  We hired the top scientists.  We even employed a top assassin code named Deadpool.  We ran a few tests on mutants.  This one here was the best because his mutant ability allowed him to heal quickly.  If we had any problems, we could just start over, sort of like fruit flies.  The main idea was to turn this man called Wolverine into a super soldier for the US to counter another super soldier project being made by Russia.  We grafted his bones with pure adamantium.  I don't recall where the claws came from…anyway, I was informed he was dead."

The technician nods  "It makes sense to experiment on mutants, doesn't it?  What was Russia doing to their super soldier?"

"Their man was known only as Omega Red.  They inserted two large metallic tentacles in him.  At first it seemed useless.  He was nothing more than a copy of that octopus guy in New York.  But it turns out he could drain the life force of any human and transfer poisonous chemicals to his host.  All the Russians who worked on the project have disappears, gone underground.  No one knows where 'Omega Red' may be now."

"Unbelievable," the technician says, shaking his head.  He flicks to a security camera.  "Senator Kelly just landed, sir.  Right outside."

"Have him escorted in."

Senator Langley walks outside the room and into a brightly-lit hallway carved out of solid stone.  Senator Kelly comes up to him.

"Welcome, Senator Kelly!"

"What's the meaning of this base?  It was supposed to be shut down like the Sentinel project."

"It can all be explained, Senator," Langley laughs.  "And as for being shut down, that is still left up to the next hearing later this month."

Senator Langley and Senator Kelly begin walking together down the hallway.  Kelly shivers.  The walls were damp.  "Why are we here, Langley?  What business do you have bringing me hear to the middle of West Virginia?"

Langley looks at him.  "I have a surprise for you.  Something I'd like to share with you, mutant hater to mutant hater."

Senator Kelly adjusts his tie.  "Where is it?"

Langley loads a card into the door at the end of the hallway.  It slides open, revealing a huge metal room.  It was big enough to house the Capital Building, with the roof high enough for three of them to be on top of each other.  Senator Kelly gasps. "What is this place?"

Langley laughs.  "It's the Sentinel Factory.  Completely classified in all documents and hidden from the public and media.  You'd never think this place could exist so inconspicuously, huh?"

Kelly sighs.  He looks around.  Although this is a factory, there seems to be no assembly line or heavy machinery lying around.  Only hundreds upon hundreds of lifeless sentinels are standing and lining the walls.  A pair of huge metal columns stand behind them, reaching up to near the center of the wall.  Their width was also incredible, about 20 feet to be exact.  "How do we assemble these Sentinels, Langley?"

Langley can't help but brag.  "Senator Kelly, it's right behind you."

Senator Kelly looks confused.  Langley points to the giant metal columns behind them.  He strains his neck, to see what was above the columns, or what they were holding up.  The columns appeared to lead to some hole in the wall.  A bright light flashes on inside it for a second.  Then another newly built Sentinel lifts out and is brought to the line.  It was quite odd that the opening for the Sentinels to be lifted out of was placed extremely high, about 50 or so feet into the air.  It seemed to be entirely impractical.  A two dim light seemed to glow from above somewhere, from two light sources, like eyes.

"What is it?" he asks.

Senator Langley chuckles.  "It's the hidden secret of the entire Sentinel Project: Master Mold. It completely runs all the Sentinels.  So if nuclear war breaks out, the Sentinels would still be able to run without our guidance.  It’s actually a giant Sentinel, sort of.  You can’t se his eyes and face.  They’re somewhere up there.  Those columns are his legs."

"Wow.  Won’t it be unstoppable if things get out of hand?  Isn't that dangerous?"

Senator Langley ignores his remark.  "But that's not my surprise for you.  It will be coming in right about -"

A low metal groan sounds from the top of the room.  Senator Kelly looks up.  A small section of the roof had opened up.

Senator Langley smiles.  "Ah!  Right on schedule."

Five functional Sentinels fly in and land in front of them.  They had something in their hands.  It looks like humans.  Three to be exact.

Senator Langley laughed.  "Too bad that we didn't catch that stinking energy mutant.  B
Senator Langley applauds his robots.  “We weren’t able to catch that Gambit, Kelly, but we did manage to capture the X-Men.  They weren't at all a problem for my Sentinels."  He looks at the Sentinels.  "Sentinels, put them in the mutant resistant prison."

Four of the Sentinels head off.  The last one is about to leave when it pauses.  It turns around and looks at the Senators.

Senator Langley watches Senator Kelly.  He is stunned.  He probably was so impressed by the Sentinels that...Langley stops.  Kelly was staring at the Sentinel.  He looks up at it.  It WAS staring at them.

"Mutant Located.  Target Locked.  Mission Annihilation," The Sentinel says.

Langley freezes.  The Sentinel must be malfunctioning.

The Sentinel flips open its cannons.  "Give up.  You have 20 seconds to comply."

Langley feels his legs giving way.  He never realized how horrifying his creations were. He feels his strength slipping.  His own creation is aiming at him.  "Help!" Langley calls, although he knows it’s useless.  His technicians had finished for the day.

Then he realizes it.  The Sentinel wasn't aiming at him; it was aiming at Kelly.  Kelly's face was covered in sweat as he backed away.  The Sentinel kept its eyes focused on him.

Then Kelly makes a break for the hallway.  The iron giant leaps through the air, over Senator Kelly, landing right in front of him, blocking off his exit.  "You have 5 seconds to comply."

Kelly grits his teeth.  There was no way out.  His secret had been revealed.  His skin begins to shapeshift: twisting, turning, until it becomes one of a white monster with yellow hair, red clothes, and metal tentacles coming out of his wrist.  "Yahhhhh!!!"  He yells out a battle cry.

He leaps into the air and slams hard on the Sentinel's head.  With a shout, he drills his tentacle into the head of the Sentinel.  Electricity bolts suddenly up the tentacles and into him!

Langley watches horrified.  He barely could even understand what he was witnessing.  Senator Kelly had just transformed into a monster.  He pauses.  He knew that monster from pictures he had seen.  "Omega Red?" he mumbles to himself.

The white freak on the Sentinels head leaps off, smoking.  The Sentinel dropped to the ground, destroyed.  Then he starts making his way towards Langley.  Again, his skin and body begins twisting and pulling itself into a blue scaled woman.  She stalked towards Langley.

Langley began backing away, not knowing what to do.  "Kelly?"

"Kelly has been gone a long time," the blue woman says.  "I am Mystique.  I can't let you tell them who I am."

Langley could feel his pants begin to dampen. The women kept coming closer.  "Don't worry, I won't tell a soul."

"You won't have a chance to," Mystique says.  "I'll just take your place."

Mystique leaps at him, kicking him hard in the gut.  Langley drops to the ground.  Not like this.  This wasn't how he wanted to die.  She kicks him again, this time in the head.  He slams hard on the ground.  This was it.  His perfect plan, his life, all gone to waste.

The damaged sentinel behind them begins releasing a crackling sound.  One of its eyes lights up brightly.  "Backup power supply enabled."

The Sentinel stands up to its full height.  The blue mutant was inflicting harm to a politician.

Mystique leaps in the air, ready to drive the final blow to Langley's head.  In mid air, cold unforgiving metal hands clamp down on her and lift her up, not giving her a chance to touch Langley.  She fights to escape.  The hand tightens.  She can feel her lungs collapsing.  It was no use.  Finally, blackness engulfs her.

-Xavier's Office-

Wolverine bursts through the doors, dragging the Cajun, now fully tied up.  Professor X rubs his head.  "Hello, Remy.  Take a seat."

Gambit sits angrily in one of the chairs.  "Can I get my arms untied now?"

"Not a chance, rookie," Wolverine says.  Turning to the professor, he says, "It's this bozo's fault that Cyclops, Storm, and Jean are being held prisoner by those blasted Sentinels."

"Well it's your fault that Gambit's million dollars are gone!" Gambit shouts back.

"You want to make something out of it?" Wolverine says, extending his claws out and poking them at Gambit's face.  "Don't push me."

Professor Xavier tries to enter Gambit's head.

"What are you doing to me?" Gambit shouts, feeling Professor X in his head.

"Tell us where the Sentinel's are being made."

"No!" Gambit says.  "I've had enough of you."

"Three of my people are have been captured by the Sentinels.  Help me."

"They should've been able to take care of themselves!"

Wolverine kicks him on the ground.  "If you weren't all tied up, Cajun, I'd skewer you like a shishkabob!"

"Go ahead!" Gambit yells, the bonds tied around his hands began to glow red.

"EYAHHHH!!!" Wolverine growls, driving his fist towards his face.

Gambit rolls out of the way.  The bonds on his hands explode, blinding Wolverine.

Getting to his feet, Gambit runs out the doors.  He runs along the halls, looking for his way out.

Farther down the hall, Rogue strolls towards her room in her pajamas.  She let out a yawn.

Her eyes widen, seeing a strange man in a long brown coat running her way.  "Ahh!" She screams, leaping to the side.

A head peeks through the solid wall.  It was Shadowcat.  "What is it?"

"There's a strange man runnin' 'round this place."

Gambit continues running, looking for his way out.  He finally finds the main door of the mansion and opens it.  He let out a sigh of relief.  A white truck was left running in front of the mansion.  Gambit leaps into it.  This was his chance to get out of here.

Suddenly, a muscular blue arm grabs him by the shoulder.  Gambit lets out a gasp as he was thrown out of the truck.  A gorilla-like man covered in blue fur walks towards him.  Gambit had no idea what to do.  His staff was gone and he had nothing to throw, except...He grabs a clump of the grass on the ground and charges it up.  The blue man barely seems effected to the small explosives tossed at him.  Finally, he grabs Gambit by the collar and lifts him high above the ground.  "Why do you run from those that seek to bring you peace?"

-Cut to: Mutant High Lounge-

Bobby, Colossus, and Nightcrawler are all sitting lazily on the couch and watching TV.  Rogue runs into the room, still in her pajamas.  "Is he here?"

"Argh!" Nightcrawler screams, disappearing.  He appears a few feet away.  "Don't scare me like that!"

Shadowcat follows in some Winnie the Pooh pajamas.  "Rogue just saw a man running lose in the school.  I think the X-Men brought him in."

"Well he obviously is not at our lounge," Nightcrawler says.  "Wait a minute, you guys see the news?"

"I guess not," Rogue says.

Bobby turns up the volume on the TV.  An anchorman on the news was speaking.  "We just got word from Senator Langley that a mutant has disguised herself as Senator Kelly.  She is currently in custody in a classified government prison."

A picture of Mystique came on the screen.

-Cut quickly, still showing the same TV screen, but when we zoom out, we see we're in a different room-

"Mystique," Sabretooth says, watching the news.  He was in a small town somewhere, watching the TV in a bar.

The newscaster continues. "And there have been reports of Sentinels, the mutant hunting robots, being seen in the New Orleans and West Virginia area.  Our reporters have spoken to Senator Langley."

Langley: Those sightings are pure make believe.  They're all made up to discredit the Sentinel Project.  They invented terrible stories about the CIA long before too.

Reporter: What about the buildings that were supposedly blown up by your Sentinels?

Langley: Terrorists of some sort.  Maybe it was some other robot.  But you can be assured that my Sentinels have been put on hold by the Government and will remain so until the end of the month when they are approved and improved to meet government standards.

Newscaster: In other news, the mutant known as Magneto has broken out of his prison.  He is to be considered extremely dangerous…"

Sabretooth looks at his companion.  "Magneto will be searching for us.  Be prepared."

We only see the companions back.  The man is muscular beyond imagination and has a long plumage of blond hair sprouting from his head.  "I will be.  If the great Magneto needs my help, then so be it.  It will be an honor serving him."

"Yes," Sabretooth says.  "He is powerful.  Do what he says and you won't find yourself dead."

-High School Lounge: Early Morning-

The soft light of the early morning sun flutters in the halls of the high school.  The halls were mostly deserted except for a few students here and there.  The Saturday morning usually bring most students to the basketball court and picnic grounds.

Rogue and Shadowcat still walk around in their pajamas.  Shadowcat nudges Rogue.  "You see the strange man around, Rogue?"

Rogue shakes her head.   "No.  That was scary last night, wasn't it?"

Shadowcat laughs.  "Scary?  The way you told me he looks sounded a lot like you liked the guy!"

"Do not."

"What about Bobby?"

Rogue bites her lip, trying to search through her feelings.

Nightcrawler suddenly pops down from the ceiling.  "Hey, ladies!"

Shadowcat looks at him.  "And just what do you think you're doing?"

Nightcrawler lets out a laugh.  "Practicing my teleporting ability.  I want to lead my own team of mutants someday.  But that's not why I'm here with you two.  I just heard that Wolverine and Professor X are interrogating our stalker friend."

Rogue perks up a bit in interest.  "He is?  Which room?"

"Outside the basketball court," Nightcrawler says.  "Gotta run, or should I say, teleport?"

-Basketball Court-

Gambit sits on a bench beside the basketball court.  His arms were chained up and his hands were placed in water filled containers.  Wolverine and Professor X sits with him.

Professor X sighs.  "My men have been captured by the Sentinels and you know where they were brought.  Will you help?"

"No," Gambit says.  "I already told you before, now let Gambit out of here."

Wolverine growls.  "That's it, Cajun!  Professor, read this guy's mind and let's go!"

Professor X raises an eyebrow.  "Wolverine, I don't want to resort to that.  If Remy continues fighting me off, I might throw him into a coma.  That wouldn't be very helpful to us, or to Jean."

Professor X closes his eyes, trying to feel Gambit's feelings.  He stops.  He knew enough.  "Gambit doesn't trust us.  Am I right?"

"That is true," Gambit says.

"If we show you that we trust you, will you help us find the X-Men?"

"Gambit will think about it."

Professor X nods.  "It's a deal then.  Wolverine, remove the bonds."

"What?" Wolverine says.  "You want to release this no good mutant?  How do we know he won't split?"

"That's what trust is for, Wolverine," Professor X says.

Wolverine reluctantly removes the bonds.  He whispers in Gambit's ear, "If you even step a foot out of this school, I'll personally catch you and let you have a taste of my claws."

Gambit stretches.  It had been almost a day since he was able to move his arms.  He grabs his jacket and staff from Wolverine.  "Mine."

Wolverine shakes his head angrily as he left.  Professor X looks up at Gambit.  "We'll give you a day to think it over.  You are free to go about the school.  I encourage that you get to know some of them.  This may be your only refuge from Senator Langley and his Sentinels."

"I ain't afraid of no Senator and his robots," Gambit says.  But deep inside, it did feel nice that he was offered a place of refuge, especially one for a thief and criminal like him.

Gambit walks along the sides of the school.  There were a lot of odd mutants that he past by.  One even had large feathered wings coming out of his back.  Gambit stares for a moment at him.  It was like seeing an angel.  Then the mutant took of into the sky, flapping like a bird.

Gambit finally comes upon a small group of students sitting by a tree.  And one of them looks pretty.  It had been a long time since Gambit had seen such a beautiful creature.  Alas, the life of a thief rarely gave him a chance to socialize.  And since he was stuck in this place, he might as well try his luck.

-Under the tree-

Rogue, Nightcrawler, Colossus, Bobby, and Shadowcat all sit peacefully under the tree.  Bobby raises his hand above them, creating a small cloud that snowed small snow flurries.  He had been trying to get used to the idea that he'd eventually turn into a ball of ice.  Rogue seems to be the kind of girl anyway that wouldn't mind those things.  After all, he loves her, and if she knew how he felt, she'd probably see through the coldness of ice.  Nightcrawler hangs from the tree limb above, swinging by his tail.  Colossus begins sketching out another picture: one of Rogue sitting pensively for a change.

Bobby manages to smile.  It was the first time he did in days.  For once, he wasn't worried about his condition, and they were all hanging out and having fun.  Wait a minute.  He spots the man that was running around last night.  He was standing just a few yards away, walking and searching for something.  He stops.  The man was coming over.  If it weren’t for the fact that this guy hadn't bumped into Rogue the night before AND gotten her to start liking him in a mysterious way, he would like the guy.  But this southern hunk looks way too dangerous.  There was definitely something about the guy he just didn't like.

"Excuse me," Gambit says as he pulls out a pack of cigarettes.  "Got a light?"

"Who do I look like?  Pyro?" Bobby snaps.  "Sorry, man.  I don't smoke."

Gambit twiddles the cigarette with his fingers.  "Afraid of bad breath or something?"

"It's hazardous to Bobby's health," Nightcrawler hoots from the tree branches.  "If Iceman starts sucking warm air down his throat, he might melt his esophagus and drown himself!"

Bobby gives Nightcrawler a dirty look.  The new guy maintains the bored look on his face.  "Iceman?"

"We all have special names," Peter says.  "I'm Colossus, but you can just call me Peter.  What's your name?"

"Remy LeBeau," Gambit says.

"And what brings you here to Mutant High, Remy?" Peter asked.

Gambit bites down on the cigarette.  "Don't know.  I was unconscious when dey brought me here, and dey don' like to let me out."

Shadowcat frowns.  "What was your name again?"

"Gambit."

"Hey!" Nightcrawler says.  "That's not what you says a while ago!"

"You jes call me Gambit, comprende?."

The group falls silent.  Shadowcat whispers to Rogue, "What's a gambit?"

Rogue looks up at the man.  She hadn't been paying much attention until now.  Her mouth drops open when she saw him - it was the same guy who bumped into her the other night.  He was even more good looking then she remembered.

"Uh...."

Gambit looks at Rogue.  He walks over to her, smiling, obviously recognizing her also.

"Bonjour miss," he says.  "I believe I've seen you before, no?"

Rogue smiles back.  "I guess so."

"And by what name may I call a lovely young woman, such as yourself?" he asks.

"I'm Rogue," she says flatly.  "Nice to meet you."

Her smile disappears when she felt his hand grasp her own.

"The pleasure is all mine," Gambit coos.

He kisses her gloved hand.  Rogue felt her face grow warm as her cheeks turns a deep red.

"You like Cajun dinners, mademoiselle?" Gambit says.  "Perhaps you would care to try some of Gambit's Cajun gumbo some time.  How about tonight?"

Rogue giggles.  She couldn't believe this hunk was asking her out.

 "A-HEM!" Bobby clears his throat loudly.

Gambit slowly turns his head.  "You have something you wish to say?"

"Rogue can't go with you," Bobby says.  "The five of us are all studying together for a big exam on Monday."

"So?" Gambit says coldly.  "She cannot eat dinner?"

Rogue steps in.  "Hold on a second.  Don't ah get a say in this?"

"Fine," Gambit says.  He pulls out a deck of cards.  "Let's play for this.  One deal only.  Highest hand gets to spend the night with the lady."

"You can't gamble with me!" Rogue screeches.

Shadowcat pulls Rogue back.  "Oh, let them!  Don't you get it, Rogue?  They're fighting over you!  Ooh!"

Rogue sighs and folds her arms.  She tries her best to look angry, to hide the thrill she was feeling inside.  Secretly, she knew who she wanted to win.

Gambit pulls his hand out of his pocket, revealing a matchbox.  "Guess I had a light after all."

He sits on the grass and starts shuffling the cards, puffing away at his cigarette.

"Don't use those cards, Bobby!" Nightcrawler warns.  "They might be loaded!"

"Yeah!" Bobby yells, pointing accusingly.  "For all we know, even you're accent may be fake!"

Gambit stops shuffling and glares.  "With Gambit, what you see is what you get.  And for your information, even the accent."

"Is your accent as real as the lung cancer that cigarette is going to give you?" Bobby smirks.

"Oh stop it!" Rogue scolds.  "Why don't you just use the playing cards Kitty carries around?"

Shadowcat handed the cards to Bobby.  He shuffles and deals them.  Everybody crowds around to see Bobby's cards.  Colossus whispers something to Bobby.  Bobby brings out his wallet and flings a $20 bill on the grass.

Gambit smiles.  He brings out his wallet and lays down $25.  Then he takes off his watch and adds it to the pile.

Bobby adds $5 more and put his own watch down.

"Call!"

Bobby throws his cards on the grass.  "Full house!  Ha ha ha!"

Nightcrawler began flipping around.  Shadowcat starts clapping. "We're too-wenny-fahv dollahs richer!  I get the watch!"

Gambit calmly pulls the cigarette from his mouth and shows them his cards.  He puffs a small cloud of smoke at their faces.

Bobby's eyes widen.  Nightcrawler gasps and jumps up in the tree.  Colossus crosses himself.  Rogue smiles, then quickly stops before someone saw her.

"I don't believe it!" Shadowcat says.  "I've never seen anyone get four aces on the first round!"

Gambit stands up and takes the money.  "Remember this, cheri - when you play with Gambit, the cards are always in his favor.  Thanks for the watch.  Maybe you can just tie a sundial around your wrist.  It would be a good lesson in humility."

Bobby shakes his head, teeth gritting.  "You know, Lebeau, you are indeed something of a jerk."

Gambit walks to Rogue.  "I'll see you tonight, then?"

Before Rogue could say something, a rose appears in Gambit's hand.

She takes it and sniffs the petals.  "You got it, shugah."

-Bar in New York City-

Magneto stares at his two new members of the brotherhood: a white skinned Russian man with blond hair and a cat like person without a shirt.  Sabretooth speaks first.  "Magneto, your offer sounds truly interesting.  Although taking on a base crawling with Sentinels sounds a bit much.  I like it."

Magneto looks over at the white man.  "And you, Omega Red?  Mystique told me all about you.  She says you were always up for war."

The man laughs psychotically.  "Mystique was correct," he says in a raspy voice, "I've been waiting for battle since the cold war ended."

"Believe me, gentlemen," Magneto says.  "This IS war.  And we won't be just fighting against the Sentinels.  If I know Charles, he'll be there to stop us from taking control of them."

Sabretooth hisses.  "Good.  I owe Wolverine a bloody death.  If it wasn't for those claws of his, he'd be -"

"Claws?  Who is this Wolverine?" Omega Red interjects.  "He sounds familiar."

"You may have encountered him," Sabretooth says.   "He's been around for a long long time.  He fought in the cold war as well."

"Then I too will give him my vengeance," Omega Red says, looking at a huge scar on his arm, left by three large metallic blades.  "and his fellow X-Men as well.  I do hope they put up a good fight."

"Either way, we will crush them."  Magneto lifts up a metal ashtray and crushes it.  "And Senator Langley with them."

-Sentinel Factory-

Senator Langley looks up at Master Mold.  Ahhh, his creation.  His masterpiece.  His Master Mold.  The power house factory of the Sentinel project was unstoppable.  And it was also fully automated incase if nuclear warheads or some powerful mutant killed the manual controls.  "Master Mold!"

A deep voice echoed down from the huge machine.  "Yes."

"What are the calculations for the extinguishing of the mutant threat?"

"At 50 Sentinels a day, mutant threat count 1,000.  The Mutant threat will be wiped out in a matter of 7 days."

Senator Langley smiles.  In one week, he'd be rid of all the grotesque mutants.  Although he claims the Sentinels would only be made for the just cause of stopping evil mutants, his true intentions were to wipe them all off the planet.  He could simply say the mutants were criminals.  The government didn't care either way.

He turns and walks towards the separate cells holding the X-Men and Mystique.  All were chained up.   The girl who could pick things up with her mind was blindfolded, so she didn't know what was around her.  The shapeshifter was tied in several places, preventing her from changing shape or size.  If so, her restraints would slice her neck or her veins.  The others were easy to handle.  The man with the red visors was simply tied and chained up so he couldn't access his visor switch.  The woman who could lift things was blindfolded.  That way, she couldn't see the place to have a basis for moving stuff around.  And the white haired black woman had simply been tied to a metal chair with a blind fold.  He figured that if she didn't know where she was, she wouldn't risk dropping lightning that might kill her or her teammates.  It was a shame they weren't able to capture that Weapon X survivor.

He couldn't wait for when he'd be able to execute them.  Langley planned on having them slaughtered by Master Mold.  After all, Master Mold had enough power to take down the U.S. Army, or at least in theory.

Ridding the world of these 4 mutants was going to be sweet, but it wouldn't be anything compared to the hundreds of mutants that would be executed and terminated by the Sentinels.  After all, it's not the army with one strong warrior that wins the battle, it's the one with the most organized teams.

Senator Langley just had to wait for the Sentinels to be approved, then he could legally 'cleanse' the United States of these mutants.  But the X-Men he had in captivity will be the first to be obliterated.  Tomorrow would be their judgement day.  He heard of a school full of mutants somewhere in New York.  That would probably be the next target.

He opens up the laser wall of one of the cells.  He walks in and crouches in front of the one with the visors.  “You look familiar.”

Cyclops stares at him silently.  The glow of the visor grows stronger as his anger heats up.

“You’re the guy who interrupted me in the office, weren’t you?  Martial Law, my foot.  You won’t live to see the day when that comes.  My dear friend, you and your companions will be nothing but ashes on my floor by lunchtime tomorrow.  Hmmm.  I think I’ll be having meatballs.”

“That’s probably because you don’t have any!” Cyclops shouts back.

Senator Langley pats Cyclops on the head.  “Good mutant.  Childish, though.  Enjoy your last night.”

Langley checks his watch.  Time sure did fly.  It seemed that an hour had past already.  He had to meet with his technicians now.  He walks away angrily.

Once he left, Cyclops pulls his head up.  "Jean!"

"Yes, Scott?" Jean says, speaking straight to Cyclops with her mind.

"Great work with the watch," Cyclops says.  He knew Jean was listening.

"Yes.  But I couldn't have done it without your guidance.  I can't move things without seeing it first."

"I know.  Good thing they didn't blindfold me.  Try to see what I'm seeing."

"I'm not that powerful, Scott.  Only the Professor can do that."

"Right," Cyclops says angrily.  He knew Jean was trying her best.

"You think we're going to die?"

"Langley says he'd execute us tomorrow.  He says something about having Master Mold terminate us."

"Storm heard it too," Jean says.  "She's been trying to escape from her bonds.  Have you been able to break yours?"

"Who do you think I am?  Guido?  You know, Mr. Strong Guy?"

"Sorry, dear.  There isn't any way out of here, is there?"

"Definitely.  Langley thought this out well.  But don’t' worry, we'll be okay."

"Why do you say that?"

"Because Professor Xavier won't let us down.  I know he won't."

"What do we do till then?"

"Wait.  As far as I know, Langley will be busy.  Keep trying to untie your bonds."

-Master Mold's throne room-

Langley walks to more of his technicians.  "Have you tested the power generator yet?"

"We'll be doing that at 7, sir.  We're still loading it in."

"What?  But it IS seven!" Langley pauses.  He checks the main clock.  It says 6.  "Oh.  I guess my watch is malfunctioning.  So, how's the loading coming?"

"We're loading it over there," one technician says.  "Studying that mutant really paid off."

The two of them walk to the power generator.  A round crystal like object lies in the center of a man sized circular machinery.  They slowly lower it into a section of the wall.  "There," the technician says, "it's loaded into Master Mold's power supply.  It should provide a steady flow of a few thousand gigawatts into his system.  That should be enough to charge the Sentinels and recharge them later and run Master Mold.  His defense systems will also be online."

"Good," Senator Langley says.  "Everything is falling into place.  Master Mold's artificial intelligence is utterly amazing.  I must commend you and your men."

"I'm not exactly sure about that.  AI can be very dangerous."

"It does the job, doesn't it?"

"Yes, sir."

"Then there's no problem.  I want them up and running by tomorrow morning so we can catch that energy-making mutant!  He's still a threat to our project's existence."

-Xavier's Mansion-

Wolverine stares at the group of 4 mutants in front of him: Nightcrawler, Colossus, Shadowcat, and Iceman.  He'd been watching them for the past hour or so.  Professor X finally rolls into the room.  "Greetings, students."

Nightcrawler looks at him.  "Professor, when are we going to have our exam?  Scott was supposed to give it to us at 5.  It's almost 7."

"Did Wolverine tell you anything?" Professor X asks.

"Only to wait," Shadowcat shrugs.  All he really did was smoke his cigar.  "Where is Scott?"

"Scott, along with the other X-Men," Professor X pauses, taking a breath.  "have been captured and are being held as prisoners.  We suspect that they are being held in the Sentinel Factory somewhere."

"Why don't you just use Cerebro?" Bobby asks.  All of a sudden, his problems didn't seem so bad.

"Cerebro can't stretch that far.  But Mr. Remy Lebeau has been to that place.  He's planning to tell us were it is tomorrow.  Then we will head there to rescue Scott and the others and put a stop to the Sentinel illegal production," Professor X says.

Bobby perks up a little.  "Who's going to go with you?  Surely Wolverine won't be able to handle hundreds of Sentinels by himself."

Wolverine glares at him.  "I can handle 'em, rookie.  But Professor thinks it's best if you come.  This won't be some walk in the park so you're going to have to start training tonight.  You guys are sloppy.  But with my help, you just might survive the mission."

"You think you can have them ready by tomorrow?" Professor X asks.

"We'll train all night if we have to.  Tomorrow, they'll be warriors."

"Logan?" Colossus inquirers.  "What if tomorrow is too late?"

"That's why I'll try to get Remy to let me read his mind tonight," Professor X says, rolling out of the room.

Wolverine pulls his cigar out of his mouth.  "Alright, all of you guys get into some loose clothes and we go to the Danger Room.  Wait a minute, there ought to be 5 of you.  Where's Rogue?"

Bobby sighs.  "Last I heard, she was going to have dinner with that Gambit character."

SHINK!  Wolverine's claws shoot out.  He could feel his anger building up already.  That kid was going to pay.

-Rogue's Room-

Rogue looks in the mirror as she stroks her hair with a brush.  The rose Gambit gave her rested in a vase beside the mirror.  Beside it lay a photo of Bobby.  She picks it up and turns it over.  On the back was written a short note: I love you -Bobby-.

She smiles.  She looks up as there is a loud banging on the door.  The door flies open and Logan stomps inside.

"Logan!" Rogue says.  "What's wrong?"

"Where is he?" Logan demands.  "Where's that stinkin' piece o' gutter trash?"

"Who?" Rogue asks eagerly.  "Who?  Who?"

"That Pepe LePew character!"

"What?"

Bobby came in the room.  "I'm sorry, Rogue.  I let it slip that Gambit wanted to take you out and Logan here just went berserk!"

"And I'm going to fillet the worm!" Logan growls.

Rogue lay her hand on his shoulder.  "Calm down.  I haven't seen Gambit since this afternoon.  And I've decided I'm not going out with him, either.  Now will you please put those away?"

Logan retracts his claws.  "Okay.  But if you need me, I won't be very far.  Bobby, fill her in on tonight's schedule."

Logan leaves the room and Bobby sits down on Rogue's bed.  He pulls his sleeve down, so that his ice hand didn't show.  It had become a lot worse since Beast had checked him out and he didn't want Rogue knowing.

Rogue looks into his eyes.  "Bobby?"

"Sorry about that.  I just thought that..."

"I never says I liked that Cajun, Bobby!" Rogue sighs.  "And I'm not saying that he was right, taking your money like that."

"I just don't like the guy," Bobby blurts out.  "He's a jerk!  Everybody feels the same way.  Taking my money was bad enough.  I just hated how he's moving in on my girl too.  I swear, if he lies a finger on you, I'll give him a brain freeze so bad he'll have Belle's Palsy for the rest of his life!"

Rogue looks away.  "Maybe everyone Gambit meets thinks he's a jerk too.  That's why he acts that way - because people expect him to."

"That doesn't justify anything," Bobby says conclusively.  "If that were true, then nobody should care about what Magneto and his goons did before, because people expect mutants to do stuff like that."

Rogue smirks.  "Touchy, aren't we?"

He licks his lips.  "I'm sorry.  I guess I'm just a silly, overprotective snowman."

"A cute, overprotective snowman," Rogue says, resting her head against his arm. "If he lies a finger on me, Bobby, you can rest assured he won't have enough energy left to power a Gameboy.  One touch of my skin, and he'll never think about touching me again."

Bobby pulls her up so she was facing him.  He keeps his eyes locked on hers.  "Oh, what I'd give to kiss your lips right now."

Rogue wraps her arms around him.  "That doesn't mean we can't fool around."

"You know I'd love to," Bobby says, "but right now, Logan needs us and the rest of the guys.  Something terrible has happened.  The X-Men have been captured."

"What?!"

"It's up to us now," Bobby says.  "We don't have much experience, but we have the rest of the night for Logan to turn us into X-Men.  Can you believe it, Rogue?  Us - one of them!  X-Men!"

Rogue nods.  "Then let's go."

In a sweeping motion, Bobby scoops her up and carried her towards the door.  Rogue squeals playfully, enjoying the ride.  He opens the door.  Someone was there.

"Eh, didn't know you had company," says Gambit.

Bobby gives him a triumphant grin.  "Something's come up, Remy.  Rogue's coming with me tonight."

"Yes," Gambit says.  "Apparently so.  Where are you going on such a quiet night?"

"Not that it's any of your business," Bobby says, beginning to walk down the hall, "but we're meeting up with Logan in the lower floors."

Gambit follows.  "The lower floors are too cold for a date, don't you think?"

"It's no date," Rogue answers.  "It's serious stuff.  And dangerous, so you might as well head back to card games on the street, or whatever it is you do."

"I'm a thief, when all else fails, and all else failed."

"Why am I not surprised?" Bobby mutters.  "I guess you're too cool to worry about getting caught, huh?  Never thought about getting shot by the cops while you're snatching purses?"

He tilts his head up, staring at the ceiling.  "The pain isn't unbearable."

Rogue cringes her neck back to look at him, still hanging from Bobby's arms.  "You've been shot before?"

"Couple times in the arm," Gambit says.  "I'd show you the scar, but your boyfriend would disapprove, no?"

Bobby didn't answer.

"Why resort to stealing?" Rogue asks.  "Couldn't get a job or something?"

"It's a family thing," Gambit says.  "And when you're whole family's been reduced to a life of stealing, it's very irritating to blow a million dollar deal because some loonies were making a bust."

They reach the end of the corridor.  There was a sign on the big metal door that said DANGER ROOM.

"End of the line, Gambit," Bobby says.  "This is where you leave and Rogue and I go in."

"I thank you for the pleasure of your brief company," Gambit says.  He turns away.

Bobby puts Rogue down.  He reaches in his pocket and takes out a card.  He slides it through a slot in the wall, and the door opens.  Instantly, laser beams shoots out from inside.  Lights shines through fog pouring out of the doorway.  Grunts and yells are heard.

A robotic machine on wheels rolls out towards Bobby and Rogue, shooting at them.

"Gah!" Bobby yells.  He holds up his arms and forms a shield of ice around himself.

The robot keeps shooting at them.  Suddenly, a wooden staff swings and knocks the robot's head off.

Bobby relaxes.  He sees Gambit holding the staff.

"Uh, thanks," Bobby mumbles.

Gambit nods and slides the staff on his back, back in its holster.

Shadowcat comes running out to them.  "Are you guys alright?  We wanted to wait for you, but Logan made us start already."

Logan comes out of the smoke.  "What's the Cajun doin' here?"

"I just saved their lives, buddy!" Gambit shoots back.

"No you didn't," Logan says.  "Nothing is lethal in the Danger Room.  Except me.  So move along, bub!"

"Have a heart," Gambit says.  "Let me watch awhile."

Bobby steps in.  "Let him stay, Logan.  Then he can see what we rookies can do."

Logan curls his lip.  "Fine.  You can stay.  But sit down, don't interfere, and shaddup!"

Gambit complies and heads upstairs to the viewing box.

Shadowcat walks beside Rogue.  "I guess you decided to join us and dump Gambit, huh, Rogue?"

"Actually, Kitty," Rogue utters, "Bobby whisked me away before Gambit showed up."

"Oh," Shadowcat says.

"Too bad," Nightcrawler moans, snapping his fingers.  "It would've been a spectacular fight."

Peter stands beside her.  "Well, if Gambit starts treating you badly, just tell me and I'll teach him a thing or two about going through walls!"

"Walls, huh?" Wolverine says.  "You've got yourselves a deal.  Danger Room sequence will begin shortly."

Wolverine leaves the room.  The doors shut closed behind him.

Nightcrawler looks around the Danger room.  It was only his second time to be here and the tenseness from the upcoming battle made him nervous.  He could sense it in his teammates.

The room turns into a grassy field with metal fences around the area.  Rogue takes off towards the sky, scouting out the terrain.

Bobby knew his secret had to be revealed sooner or later, and wearing a long sleeved jacket all the time was going to slow down his fighting abilities.  He glances at Rogue.  What would she think?  Biting his lip, Bobby takes off his coat, revealing two solid arms made of ice.  "Bring 'em on."

Rogue spots them.  She felt a rush of shock shoot threw her spine.  Bobby's arms were made of ice!  But she was able to calm herself down quickly.  She knew that she had to keep her mind on the training sequence.  She had to perform well, all of them did, so that they could have a chance, just one chance to be X-Men.  All of them wanted to be, especially Bobby.  Rogue wouldn't let him down...not this time.

A deep vibration shook through the ground.  Shadowcat spins.  She heard something.  It was coming from behind them.  "Rangers," she says.

A group of Ranger robots (the ones Magneto destroyed at the prison) come stomping out of the forest.  "Threat located.  Target locked."

"How many do you count?" Nightcrawler says, still keeping his eyes on the hippo sized robots aiming cannons at them.

"About ten," Colossus says.  "Let's take 'em out."

Colossus' skin instantly changes into organic metal.  Then he charges right at them!

Bobby/Iceman reaches out his arm.  "Colossus, don't!  We have to work as a team!"

Colossus heads straight for the robots.  They were in his line of site and they weren't going anywhere.  Suddenly, their cannons unleash a hail of bombshells at him!

"Colossus!" Shadowcat screams, seeing him fly backwards from the blasts.

Colossus looks up.  He could feel his body aching.  It felt as though a truck hit him.  They were coming closer.  Large claws shoot out of them and grasp him tightly.  Electricity speeds through them, electrifying Colossus!  He could feel his skin begin to sizzle.

Rogue swoops down from the sky and drives her fist into one of the robots.  It flies ten feet through the air.  Rogue drops down and picks it up.  With a grunt, she tosses it to the side.  Behind her, another Ranger was coming, cannons armed and ready.

Bobby spots it instantly.  He makes an ice bridge under himself, speeding him high in the air and towards Rogue.  Reaching out his hand, he concentrates his anger right into the robot.  A massive explosion erupts behind Rogue.  The Ranger had blown apart!  A giant ice ball had formed in it.

Rogue looks up at Bobby.  "Look out!"

A missile flies and slams into Bobby, sending him careening into the ground.

The Rangers surround Nightcrawler and Shadowcat.  "Don't leave me," Shadowcat says.

"Okay," Nightcrawler says.

The Rangers shoot a powerful laser blast, knocking them out.   The lights in the room turn on.  The grassy plain and Rangers disappear.  The mission had ended.

Logan grabs the microphone hooked up to the sound system.  "At this rate, we'll never make it by tomorrow.  I'm sorry.  I think I made a mistake thinking you kids were ready.  You just can't cut it."

Shadowcat props herself up on one elbow.  "Don't go so hard on us, Logan!  That was a killer level."

"It was stage 2, Kitty!" Logan says, almost yelling.  "You guys haven't learned how to keep on going despite the odds."

"But we were getting hurt!" Nightcrawler calls out.

"Look," Logan says disgustedly.  "If you kids can't go on because you're too scared and afraid of the a little pain; if you can't take the pain… then I'm just wasting my time.  I'll tell the Professor that only he, Beast, and I will go tonight.  We'll leave you guys here to guard the school."

Gambit stops Wolverine as he head for the door.  "Monami, why stop them?  They have potential to be, what do you call them?  X-Men."

"Believe me, rookie," Wolverine growls in his face.  "They are NOT X-Men.  They aren't ready."

"They just need a little time and training - "

"Time we don't have, card boy," Logan growls.  “What do you know about being an X-Man?”

Gambit remains silent.

"They just can't cut it.  End of story.  And as for you, you better get your story straight.  Professor Xavier's gonna interrogate you shortly."

Wolverine leaves the room.  Gambit began to go, but he heard something echoing from the main room.  He peers down at the 5 kids.

Colossus was sitting down in the corner, his arms around Shadowcat.  She was crying.  Nightcrawler lies flat on his back, looking up at the roof like his dreams had been crushed.  Rogue flies to the top of the room and sits in one of the rafters.  Bobby paces the floor, thinking of what to do.  His dreams, his hopes, his life were now in a ditch.  They finally had the chance to be X-Men, but it slips by just because they weren't ready.  His vision blurred as tears welled up.  Angrily blinking them back, he lifts his arms and freezes an entire wall of the danger room.

Then something catches his eye.  Bobby notices Gambit looking at them.  He looks right back.  They stare into each other’s eyes.  Then they both look at Rogue up in the rafters.  She looks miserable.

Gambit rubs his chin.  He couldn't believe he actually felt the need to help these kids.   Why?  He had no connections with them.  He only met them yesterday.  He could just split and never see them again.  But there was something they had that he didn't.  They had people to go to.  Gambit could feel their pain.  He grabs the microphone.  "You want to give it another round, yes?"

Shadowcat sniffs back a tear.  "Of course."

Gambit nods.  "One thing I've learned after being a thief is that if you work alone, your chances of survival are greater.  As many, working individually, you cannot win.  But working as a team, as one, you will conquer.  Gambit knows.  You can still be X-Men.  I promise you that you can win if you work as one."

The five kids stand up, ready for anything.  Gambit flicks a few switches.  The room is instantly engulfed in blackness.  The only sounds Gambit heard were lasers shooting and their war cries.

-Prof. X's Office-

"I'm sorry, Professor," Logan says.  "Looks like it's just you, me, and Beast."

Prof. Xavier nods sadly.  "Very well.  Prepare the Blackbird jet.  Beast and I will join you shortly."

Logan left the office and headed towards the elevator.  Passing by the Danger Room, he was startled to hear screams coming from inside.  Bursting in the room, he sees Gambit at the controls.

"What do you think your doin'?!" he yells.

"Easy!  Easy!" Gambit says.  "I'm helping them."

Pushing Gambit aside, Logan looks at the controls.  "Level 5?  They'll be murdered!"

SHINK!  He waves his claws menacingly.  "I'm gonna enjoy this, bub!"

"See for yourself," Gambit says, "before you sentence me to a skewering."

Logan looks down at the kids.  He is amazed at what he sees.  At least 50 robots lay decapitated.  The kids were facing three giant robots.  The kids' clothes were ripped, some of them were bleeding, but they kept fighting like they weren't afraid.

Nightcrawler was jumping around, dodging fire.  One of the blasts almost hits him.  He had avoided it by teleporting himself a few feet away.   Then he lunges forward at the machine.  Logan nods, “Impressive.”

Colossus pounds another robot.  Behind him, another robot raises itss weapons, ready to fire.  Before it can shoot, Rogue swoops down and smashes its arms off.  It teeters, then tips over.  Shadowcat sees it falling, coming down on her.

"Kitty!" Bobby orders.  "Shadow mode!"

He blows the robot back with a blast of ice, passing harmlessly through her.  The last robot falls, defeated.  The five yell out victoriously.

"Looks like you're tougher than I thought," Logan says over the speaker.  "Congratulations.  You passed."

Below, they yell again in celebration.  Shadowcat hugs Colossus.  Nightcrawler and Rogue slap hands.  Bobby drops to his knees, breaking down.  His body shakes as tears of joy roll down his face.  He looks up at Gambit.  They look at each other for a long time.  Finally, Bobby mouths the word Thanks.  Gambit nods.

Logan speaks again.  "You guys can take a break.  In half an hour, get suited up."

Turning to Gambit, he says, "But you still gotta go through interrogation.  Either you spill your story or I spill your guts."

"Alright, alright!" Gambit says.  "Anything to make you stop breathing in my face.  I'll see the Professor guy."

As Logan leads him out, Gambit looks back at the kids walking away too.  He looks at Rogue.

-Staircase-

Duffel bag slung over his shoulder, Gambit walks down the stairs.  The big clock read 5 minutes passed midnight.  No one was around this late at night.  The school was very quiet.  Gambit passed the lounging room, where it was dark.  He slams the door on his way out.

From the lounging room, Rogue wakes from the sound of the door.  She stands up and goes to see who had left.  She sees Gambit walking away.

"You leaving us so soon?"

He turns around at the sound of her voice.  "I'm done here.  Your headmaster let me go, and there's no reason for me to stay.  Nothing for me here."

"The streets have even less to offer you," she says.  "You have something to stay for here.  Us.  My friends and I want to thank you for helping us.  We wouldn't have completed the training without you.  Maybe… I don't know… you have a place here."

"In this joint?" Gambit snorts.  "I wouldn't fit in.  It's obvious I'm not wanted."

"Is there anything that will change your mind?"

Gambit edges closer.  "I never did get that date with you."  He held her hand.  "All I'm asking for is a chance.  One chance."

"Oh, Gambit," she whines, pulling her hand free, "I have a boyfriend.  I love Bobby and -"

"Then as I says," Gambit sighs, "there is nothing for me here.  No one for me."

"Why?" she asks, "Why does it have to be like that?"

"With me," he says, "it's always been all or nothing.  It's always a gamble.  I just know that when I'm with you, I feel like you're worth it.  You're worth putting everything on the line for just the chance to be with you.  I'm sorry it didn't turn out that way."

"Wait," Rogue says.  "Would you stop being Don Juan for two seconds?  I… if you leave, and I come back from the mission, I'm going to see that rose you gave me.  It's in my room where I've been keeping it.  And I don't want to see that rose and know that the person who gave it to me, the one who helped make me an X-Man, is long gone.  I don't think I could bear the feeling."

"So… so you do care."

Rogue can't look at him.  She just closes her eyes.  She didn't know why, but she nodded.

Silently, Gambit leans in.  He closes his eyes and moves his face close to hers, lips poised expectantly.  His lips touch hers softly, and he relishes the feeling.  Suddenly, all his feelings change.  His mind explodes.  There was pain in every part of his body.

Rogue's mind exploded too.  She wasn't prepared for the bolt of shock she received from him.  Instantly, she felt what he felt.  She knew what he knew.  She could actually see herself through his eyes, understanding the sincerity and attraction he felt for her.  And she saw the images of herself that he had been dreaming about.

Barely a moment passes when she pushes him back, breaking the contact.  His knees buckle and he falls to the ground.  Rogue gasps.  Was he dead?

"Oooooowch!" he moans.

He was alive, conscious.  It had been a brief touch.

"Mama mia!" he groans.  "Hwatta woman!  Never before has a kiss brought Gambit to his knees!"

"Oh, are you alright?" she asks eagerly.  "I'm so sorry!"

Gambit shakes his head, breathing hard.  "So that's what people mean when they say they feel fireworks as they kiss."

"I should've told you," Rogue says.  "Touching me is off-limits.  It's my mutant ability.  Touching my skin drains people's energy.  It happens involuntarily too.  I can't control it."

Gambit staggers to his feet.  "Must be really frustrating for rapists."

"Um, what's your mutant power, Gambit?" she asks, sounding like a curious little girl.

"Why?"

"Well, when a mutant touches me," she explains, "I kind of steal his mutant power for the next few hours."

"Steal?" he says, clasping his head.  "Steal?  That's one thing we have in common.  Oh, my head!  That was some kiss.  Was it good for you?"

Rogue helps him up.  "As much as I hate to admit it, I'd be lying if I didn't say I enjoyed that kiss.  It's been a long time since I've felt a kiss.  Or even skin contact, for that matter."

"Why?" Gambit asks.  "Your boyfriend doesn't seem like the shy type."

"What do you mean why?" Rogue demands.  "Don't you understand?  If Bobby touches me, he'll get a dose of what you got.  And if he held on too long, he could die.  Die!"

"Look," Gambit says, putting his hands on her shoulders, "if he can't give you love because he too scared of a little pain…"

Rogue bit her lip, remembering Logan's words.  She didn't want him to finish the sentence.

"…then maybe he's just wasting your time."

Rogue pulls away.  "I have to go.  They're waiting for me."

"Rogue."

She turns to face him again.

"If you ever need to reach out and touch someone," he says with a shaky grin, "you can drain Gambit's power anytime."

She flashes him a smile and went back inside.  Gambit touches his lips and smiles.  He slings his bag over his shoulder and walks away.

-Costume Room-

Peter pulls his shirt off, revealing his muscular physique.  He picks up one of the black leather pants and slips into it.  He looks at the many black jackets and chose one.

Beast walks in.  "Nervous?"

"Yes," Peter replies flatly.

"I don't blame you, my friend," Beast says.  "It's a difficult mission."

"It's not so much the difficulty that worries me," Peter says, "but rather the danger. What if we fail and all die?  Don't you fear death, Beast?"

Beast pauses.  He had a far-off look in his eyes and recites,

"Fear death? - to feel the fog in my throat,
The mist in my face,
When the snows begin, and the blasts denote
I am nearing the place,
The power of the night, the press of the storm,
The post of the foe,
Where he stands, the Arch Fear in a visible form,
Yet the strong man must go.
Robert Browning"

"That's… deep," Peter says.  "I guess it refers to me?"

"What?"

"The strong man must go."

"Not intentionally," Beast says, "but if it works for you."

Beast stands up and walks away, saying, "You're right about one thing, Colossus.  It's a dangerous mission, and some of you may be scared.  It would help if you put up a good face for it."

As he leaves, Shadowcat comes through the wall.  The sight of Peter dressing up startles her.

"Oh, I'm sorry, Peter," she says.  "I'll come back for my suit later."

"Kitty, wait!" Peter called.  "I have to ask you, are you worried about the mission?"

She says nothing.  She nods.

Peter reaches out and wraps his big arms around her comfortingly.  Kitty rests her head on his chest and sighs.

"Whoa!"

They both look up and see Nightcrawler.  "I guess I should have knocked."

Kitty untangles herself from Peter and stands aside.

"Aw, man!" Nightcrawler complains.  "Is it a tradition for X-Men to make out before a big mission?  Bobby and Rogue are making sparks too.  That leaves me all alone.  No one wants to kiss the blue guy!  It's the tail, isn't it?  Girls hate the tail!"

"Nightcrawler," Kitty says, "why don't you find a nice girl who'll listen to you.  Try that girl you had a crush on last semester.  I bet she'd like it."

Nightcrawler's face brightens.  He teleports himself away.

Peter pulls Kitty closer again.

-Hallway-

Professor Xavier presses his finger on the button to make his wheelchair carry him down the hall.  The only sound in the quiet halls was the sound of his wheelchair's humming. He puts a finger to the temple of his head and closes his eyes, concentrating.

"X-Men!" he calls to them through his mind.  "It is time.  Gather together by the Blackbird."

His concentration is broken when he hears a high pitched scream.

Up ahead, he sees one of the doors of the dorm rooms open.  Nightcrawler comes tumbling out.  Following him was a young, raven-haired girl in her pajamas.  She holds her clenched fists in the air.  A purple light forms around Nightcrawler's neck, mimicking the girl's movements.  The purple light grabs his neck and picks him up.

"Don't you ever pop up in my room again!" the girl yells.  "It's the middle of the night, Nightcrawler!  Do that again, and I'll use my psy-knife to shave your furry little body!"

In a munchkin voice, he croaks, "Understands-please-let-me-go -I-cannot-breathe-"

The girl put her hands down and the purple light disappears, dropping Nightcrawler.  She went back inside her room.

Nightcrawler calls out, "Can I pop up in the morning when you wake up?"

The girl comes back outside.  She swings a fist in the air, and at the same time, the purple light swings and hits Nightcrawler between the legs.

"Ho!" he gasps.  "Ho-kay!  Goodnight, Betsy!"

She slams the door.  Nightcrawler hears a whirring noise.  He looks up and sees Professor Xavier peering down at him sternly.  Nightcrawler gives him a goofy grin.

-Blackbird Hangar-

The four X-Men stand near-by the massive haul of the Blackbird.  The sound of a jet engine fills the room as the Blackbird gets charged up.  Tenseness and excitement sizzle through the room.  Rogue snaps her fingers worriedly.  Bobby hadn't been seen for the past few hours, in fact, since their Danger Room training.  She hoped he was all right. Seeing his arms completely ice had shocked her and showed her the severity of his condition.  Bobby seemed to keep a light heartedness to his condition, though.  She glances outside. The sky was just beginning to lighten up as well.

Colossus paces the floor, making heavy clanging sounds as he walks.  Nightcrawler and Shadowcat shiver slightly.  The air was a bit nippy and their suits were downright cold.  They had been modified to prevent them from melting in it.  Colossus and Nightcrawler's were sleeveless.  Colossus' had some large shoulder pads on his and the suit was cut off at his knees.  Nightcrawler's was shaped more like a V and had a hole for his tail.  Shadowcat's leather clothes were more on the tighter side for her legs, but loosened up to more of a jacket for her upper body.  Rogue grabs a brown sweater/jacket hanging on the wall nearby and slips it on.

Nightcrawler shrugs, "I'll go and check out what's taking Bobby so long."

PING!  Nightcrawler instantly disappears.  Only a pillar of smoke was left.

-Changing Room-

Nightcrawler suddenly appears inside.  "Yo, Bobby!  What's taking you so long?"

(Over the shoulder shot so as we don't' see Bobby)

"There you are!" Nightcrawler exclaims.  "You're not wearing that are you?"

Then he pauses.  He stares at Bobby.  His face changes from laughter to horror.  "Oh………m-m-m-man"

-Hangar-

The door entering the Hangar finally opens.  Nightcrawler runs out on all fours, obviously freaked.

"What's wrong, Nightcrawler?" Rogue asks.  "Where's Bobby?"

"Right here."

Everyone turns and looks at him standing in the doorway.  Everyone gasps.

(Scroll shot, starting from his feet all the way to his face)

Bobby is wearing only a pair of short leather shorts.  His whole body had been turned to solid ice!  Mist spews from his body like a freezer.

(Suggested special effects: Go for the HOLLOW MAN UNDER WATER EFFECT, of course fixed up for a more ice look.  Mist must be added.)

"What?" Bobby says, mist pouring from his mouth.  He chuckles," It's kind of a new look."

"Bobby?" Rogue says.

"Hey, call me Iceman."  Bobby smiles.  "So, what are we waiting for?  We have X-Men to save.  Let's go out there and be heroes!"

(Cut to Blackbird taking off and sailing off into the horizon)

Rogue leans beside Iceman.  "Bobby?"

"Yeah?"

"You look, really…cool," Rogue says, barley keeping herself from giggling.  "Yup, cool as ice."

Wolverine checks the plane's read-outs.  "It looks like we're carrying more weight than I thought.  We'll never make it to West Virginia burning this amount of gas.  Colossus, shed some weight back there, huh?"

Colossus switches back to skin mode.  "That better?"

"Not much."

-Sentinel Factory: Master Mold's Main Throne Room-

Cyclops, Jean, Storm, and Mystique were all tied up, standing near the huge columns leading up to the machine known as Master Mold.

Cyclops tries to move.  He couldn't even twist his arms even slightly.  "Langley!"

Senator Langley looks up from his folders he had in his arms.  "Yes, mutant?  Or should I say, X-Man?"

Cyclops winces at his mockery.  "Why are you doing this?"

"To rid the world of the eye sore of mutant kind.  Mutant registration isn't any use.  Mutant IRRADICATION is the way to go.  Don't worry, you'll be cleansed from this world shortly.  I think termination will begin in about 15 minutes."

"You slime!" Storm says.

"You're the slime!" Langley snaps back.  "I keep trying to figure you X-Men out.  We humans want to slaughter you, and yet, you 'fought' for our protection.  Why do you fight for those that hate you?"

"Not hate," Jean says.  "You all simply fear us.  Humans tend to fear that which is different."

"Oh, sure," Senator Langley says, ignoring her comment.  He looks at Mystique, "And you, why don’t you wear any clothes?"

Mystique glares back at him.

"I like that.  Sorry to say none of our human women are that bold..." He resumes pacing the floor.  He could barely keep himself from leaping for joy.  These mutants were going to be a solved problem in a few minutes.

Senator Langley pages through some folders.  He looks up at the massive machine again. It glows eerily, almost as though it were thinking.  Shaking it off, Senator Langley continues to think of the fame and fortune that would befall him once he rid the world of the mutant threat.  Master Mold was his major tool, considering that all his machines, Rangers, Sentries, and Sentinels were hooked up and controlled by him automatically.  It saved a lot of time and man power as well.

"Master Mold!" he shouts up to the giant machine.  "What's the estimated time till the mutant threat is erased from the planet?"

"Estimated time is 30-40 days."

"Good," Senator Langley says.  He pauses.  Wasn't that an awful long time and difference from the last estimate?  "Master Mold, redo your calculations, you must be mistaken."

"My calculations are correct.  My primary mission is to cleanse the Earth of the mutant threat and nothing will prevent me from doing so.  My calculations must be running at top speeds constantly."

Senator Langley frowns.  It didn't seem right.  "What's the individual count of the mutant threat?"

"6.8 billion individuals located."

Cyclops blinks.  Did he just hear what that machine says?

"What?" Senator Langley says, beginning to look worried.  "That's the population for the whole planet!  That's every human!"

"Exactly.  Mutants come from humans and thus, humans are a threat.  Not only is every human a potential mutant, but mutants would not exist without the humans to spawn them."

Senator Langley flips on his walkie-talkie.  "Security, I need technicians here right now to fix Master Mold's glitches."

"Do not waste your efforts," Master Mold speaks.  "Your technicians have been all apprehended by the Sentry robots you placed in my care.  The Rangers are outside collecting the rest."

Senator Langley's shoulders droop.  There was nothing he could do.

"That's what happens when you put your trust in machines," Jean says to him.  "I knew this would eventually happen."

"Do not grieve, Senator.  You have wanted to cleanse the planet of the mutant threat for a long time.  You should be honored that you will be the first to be cleansed."

Senator Langley begins backing away.

BEEP! BEEP! BEEP!

Senator Langley burst off running.  Master Mold pauses.  A deep red light glows eerily from the top of the giant machine.   "Intruder alert.  Code red.  Rangers and Sentries, head to the surface and get rid of the mutant threats.  Sentinels, standby."

-Blackbird cockpit-

Wolverine looks out the window.  "Looks mighty peaceful down there.  Why'd they bring out the heavy artillery?  They couldn't have detected us."

"Standard precautions, probably," Beast says.  "Circle around for awhile, let's see if it clears up."

"It's not standard precautions," Professor X says.  "Be careful when you go down there.  We're not alone."

"Why do you say that, Professor?" Bobby asks.

"My watch has stopped."

"What's that got to do with anything?" Wolverine says, irritated.

"Because," Professor X says, taking off his now useless watch.  "It has been magnetized."

-Fence Perimeter-

The soldiers in the outer base limits look at the Ranger and Sentry robots that came out.  One of the guards points at them.  "Why are those being brought out here?"

"Tell me about it.  We're going to be replaced."

"Scary.  Those Sentries are what freaks me out.  They're so human like."

"Hey, you hear that?"

They look around.  The electrified metal fence begins to shake.  It is slow at first, then gets more and more violent.  Then all of a sudden, it stops.

"Wind?"

Suddenly, the entire fence explodes apart, being sliced by some invisible force!  Sparks fly violently as the fence continues to bend and twist, until it leaves a huge opening in the fence.

The guards stare dumbfounded.  A man was standing there in the arched entrance that was now made by the entangled fence.  He was wearing some sort of reddish armor.  The sergeant waves his hand in the air, signaling to open fire.

All the guards took out their guns and aim it at the man.  "Halt!"

"Those won't be necessary, gentleman," Magneto says, raising his hands in the air.  All their guns fly up in the air and surround Magneto.  "Anyone move and I open fire on your men."

Magneto continues to walk towards the main entrance to the mine.  He points his hand at the guard tower.  In an instant, the tower tears itself apart!  Magneto looks at the Rangers and Sentries guarding the main mine entrance.  Magneto begins to concentrate hard.  Instantly, all the robots disassemble themselves.

On the farther side of the camp, one of the army soldiers see what is happening.  He leaps into his tank nearby and starts it up.  He slowly aims his cannon at the red armored man.  The tank shakes suddenly.  "What the?"

The entire tank is lifted up into the air effortlessly.  Outside, Omega Red lifts it with his tentacles.  With a toss, the tank slams hard on its side.  Omega Red leaps on it and tears the hatch open.  Reaching inside with his tentacles, he grabs the driver and begins to drain his power.

A group of Sentries come running out of the mine, heading for Magneto.  Sabretooth drops down from above to shield Magneto.  Sabretooth growls menacingly at the humanoid robots.  Then he leaps on them and tears them apart with his bare hands.

Magneto smiles.  "Come in, my brotherhood.  We have a Senator to kill and Sentinels to control."

Omega Red walks up behind them, tossing all the guards around like rag dolls.

High above in the sky, the Blackbird hovers.  Inside, Professor X looks at them.  "Team, go and save the X-Men and see what you can do about shutting down the Sentinel project."

"You got it!" Iceman says.

The door to the Blackbird opens up.  Colossus leaps out, carrying Kitty on his back.  Rogue easily flies out of the ship, and begins to fly down the 500 feet to the ground.  Iceman shoots out, riding a continuos slab of ice like some surfer.  Nightcrawler easily teleports himself to the ground below.

Beast looks at Wolverine who was preparing to leap out. "You need a parachute?"

"I'll live," Wolverine says, leaping off the plane.

-Master Mold's Chambers-

Master Mold looks at the long line of Sentinels.  "Rangers and Sentries have been deactivated.  Sentinels, activate.  Intruder alert.  Terminate the mutants with extreme prejudice."

All the Sentinels turn on.  The roof above opens up.  Then all the 300 plus Sentinels shoot off towards the surface to terminate all the mutants.

"As for you 4 mutants," Master Mold says.  "You'll be disposed off more subtly."

Master Mold’s large metallic legs begin to open up slowly.  An orange light spews out from them, blinding the X-Men.

-Surface-

The team all slams down hard on the ground below.  The place was in shambles.  Fences and metal lay strewn all over.  Colossus teeters a bit.  "Anyone feel that?"

"Earthquake?" Shadowcat suggests.

Nightcrawler shrugs in German.  "Erdbeben?  No way."

The ground continues to shake more violently this time.  Suddenly, the ground in front of them opens up.  A score of hundreds of Sentinels shoot out, flying to the sky.  Then they stop as they spot the X-Men.  "Mutant threat located.  Terminate!"

Five land on the ground near them.  Cannons unfold from their arms.

"X-Men!  Spread out!" Bobby shouts.

Everyone scatters as the Sentinels unleash a fury of bullets, riddling the ground with craters.

Wolverine runs towards one of the Sentinels blocking the entrance to the mine.  "This one's mine!"

He leaps on top of it and stabs it several times with his claws.  In a brief few seconds, he manages to shred the entire Sentinel.  Wolverine looks at Shadowcat and Nightcrawler, still hiding behind some rocks.  "You coming?"

Shadowcat switches to shadow mode and runs straight for the mine entrance.  Nightcrawler leaves a puff of smoke as he teleports himself to the entrance of the mine.

"You guys search for the X-Men," Wolverine says.  "Senator Langley's mine."

Outside, Iceman speeds up towards the Sentinel on his iceboard.  With a grunt, he fires a few huge spikes of ice into it.

The Sentinel shakes slightly, barely effected.  It spins around, trying to get a target lock on the mutant.

Iceman finally spins circles around the Sentinel, freezing its arms and body region.

Rogue flies down from above and smashes it to pieces.  "That wasn't so hard."

"Yeah?  There's more, a lot more."

Rogue turns around.  Scores more of Sentinels land down on the ground while others fly above them, trying to blast them with their laser cannons.  One drops down, aiming to crush Rogue!

"Rogue!" Iceman shouts, bombarding the Sentinel with a powerful river of ice.

The Sentinel explodes, just above Rogue.  "Thanks!" she shouts down to him.

Colossus charges at one of the Sentinels.  The Sentinel stares at him, perplexed.  Colossus smashes his body right into the Sentinel's stomach.  An explosion erupts in the Sentinel as Colossus flies out of the other side.

Up above, Professor X watches his three men try to fight off the Sentinels.  "Beast, get down there and help them, I'll give them cover fire in the Blackbird."

Beast tears open the door of the ship and leaps out.  He swings around the neck of one of the Sentinel’s.  He hangs on tightly to it, trying to get a hold.  Grasping the mouth section of the Sentinel, Beast roars loudly, tearing the face in two.

The Blackbird flies overhead, firing away at many of the Sentinels.  A pair of missiles fire out from the plane.  Professor X could feel the vibrations from the blast, shaking the plane violently.

-Small marble office in the mine somewhere-

Inside the mine, Senator Langley had his back up against the wall of his office.  A man was staring at him angrily.  "What do you want?"

Magneto replies to the man, "The controls for the Sentinels.  I can't control them with my magnetic powers."

"That's because they operate with out pain.  If the gears are forced to move against their will, it'll self destruct."

Magneto aims all the guns floating around him at the Senator.  "The controls?"

"There are no controls.  Master Mold controls them all."

"I'm losing my patience," Magneto says, cocking all the guns.  A filing cabinet beside the Senator begins to shake, slowly being lifted off the floor.  It stops, just hovering over the Senator's head.

The Senator begins to beg,  "Magneto!  Don't kill me.  Please!  I can get you money.  A lot of money."

"Why would you think I would want money?  None of you understand what I'm doing.  It looks like you're just another useless homosepian to fall before me."

"Leave him alone, bub!" a voice shouts from behind Magneto.

Magneto looks around him.  "Ah, Wolverine. The man with the metal skeleton."

Wolverine could feel his body freeze up.  This time, he wouldn't let this red armored freak stop him.  Wolverine began to scream as he fought for every inch, his muscles battling his skeleton.

Magneto stares shocked.

Wolverine finally lounges forward, slashing Magneto.

"AHHH!" Magneto yells, hitting the ground hard.  All the guns fall to the ground as well.

Senator Langley quickly runs for another corner of the room, dodging the falling filing cabinet.

Wolverine picks up Magneto and throws him into the wall.  The wall groans from the impact.   Magneto’s helmet flew off and lay not too far away.

He slowly pulls himself to his feet.  Wolverine glares at him.  With his remaining strength, Magneto flings the filing cabinet at Wolverine.

CLANG!

Magneto then blows the wall apart, leading towards a tunnel/hallway.  “I’ll be seeing you again...brother.”

Senator Langley watches horrified as the filing cabinet bursts apart.  Wolverine gets out and begins to move towards the Senator.  The wounds on his body instantly heal.  "I owe you my gratitude for all the experiments you've done to me, Langley.  You want an example?"

Senator Langley’s strength began to slip.  "You were supposed to be dead.  Deadpool says he killed you.  I thought I was rid of you."

"You'll never be rid of me," Wolverine says, bringing his claws right up to Senator Langley's face.  "Hmmm, you didn't shave today."

"What do you want?"

Wolverine continues to glare in his face.  "I want my past back."

"I can't give it to you!"

Wolverine could feel the anger swell up within him.  This man was the man who gave him all the pain he suffered.  The man who paid for the experiments and the graftings on his skeleton.  This man was the root of all his problems.  But for some reason, he couldn't do it.  Something in him prevented him from tearing the man's liver out.

Wolverine continues to study the man's face.  Fear filled the Senator’s eyes.  Then Wolverine notices it.  Senator Langley was staring at something...or someone behind him.   Wolverine spins around ready to stab whoever was there.

No one.  Wolverine sniffs the air.  Someone was nearby.  He begins to walk cautiously towards the door of the room.  All his senses were running on maximum. He could've heard a pin drop in that room.

-Blackbird-

Professor X watches Rogue fly by, clobbering another Sentinel.  They had already been fighting for 10 minutes straight, but the Sentinel numbers seemed to remain as great as ever.

A deep rumble shook through the Blackbird.  Professor X checks the control systems.  The ship had been hit.  The engines got fried and wouldn't respond.  He was going down!

Colossus looks up and sees the Blackbird burning as it plummets towards the ground.  "Rogue!"

Rogue saw it.  "Iceman, cover me!"

Iceman shoots out hundreds of spikes and balls of ice to clear out a path for Rogue.

Finally, Rogue flies and catches the Blackbird.  Even with her super human strength, she can't keep it from falling.  All she can do was lower it slowly.  It seems like an eternity before she felt the ground touch her feet.  She let the plane rest on the ground.  "Professor!"

Rogue tears the door open like tinfoil.  She looks inside.  Professor X fell off his wheel chair and had a large wound on his head.  He was awake, though.  Rogue runs and grabs him.  She flies outside and plants him beside the wing of the plane.

"Help!" a muffled voice yells from inside the plane.

Rogue flies inside again.  It seemed to be coming from the plane's cargo compartment in the floor.  She lifts it open and gasps.

"Oooooo," the man inside says.  "Gambit is sure glad to see you, mon cherrie'"

Rogue helps him out.  "What are you doing here?"

"It is not wrong for Gambit to help his family, no?"

Rogue walks with him outside the plane.  "Just make yourself useful."

She takes off, heading for the battle scene again.  She could spot Iceman showing some signs of fatigue.

Gambit watches her fly off.  He looks around the place.  This was the place that he was brought to, except it was in shambles.  Craters dotted the ground as well while fire and the dimly lit sky lit the place.

He burst towards the battlefield.  His hand slides out a pack of cards and charges them.  With animal like agility, he runs up the hunched back of a Sentinel and throws a hand of cards at the neck circuitry.  He could feel himself be propelled by the explosion.

Colossus runs nearby, blowing another Sentinel apart.

Something catches Gambit's eye.  Gambit runs straight for some hole in the ground that the Sentinels were coming out of.  He looks inside.  It was dark, but he definitely heard a rumble from within.

-Master Mold's Throne Room-

Shadowcat runs through the walls of the room.  She gasps!  Rows of nasty looking guns coming out of two huge columns were aiming at Cyclops, Jean, and Storm.  The guns also looked like they were preparing to fire.

She touches her X-comlink.  "Nightcrawler, home in on my signal.  I need help.  Now!"

"Be right there."

Shadowcat runs straight for them.  She begins untying the knots.  She starts with Cyclops.

"Thanks, Kitty."

"Thanks, teacher," She says.  The knot is tight.  She can barely even begin to loosen it.  "I can't get it loose."

"Keep trying," Jean says.

"And hurry," Storm adds.  She couldn't see anything with the blindfold on, but she could feel the intense light splashing on them from the giant weapon in front of them.  “You’ve got to contact the Professor.  Master Mold, that sentient machine, has decided to wipe the earth clean of the human race to prevent anymore of the ’mutant threat’.  We must destroy this base and shut the project down permanently.”

-Small Office-

Wolverine stands right outside the door of Langley's office.  Someone was there.  He couldn't see him, but he knew he was there.  He takes another sniff in the air.  That smell was awfully familiar.

Sabretooth suddenly plummets down on Wolverine from the roof.  "Miss me?"

"Yeah!  I missed your stench!"

Wolverine tosses Sabretooth's hulking body off.  Wolverine let out a low growl.  "I took you out before and so help me I'll do it again."

"The odds aren't even this time," a raspy voice says from behind Wolverine.

Wolverine spins around quickly.  Omega Red was there.  His metallic tentacles spin around in the air like serpents, both waiting to strike.

Sabretooth quickly leaps at Wolverine, smashing him through the door of the office!

The wood of the door splintered loudly, muffling Wolverine's scream.

Langley stares wide eyed as the Weapon X freak crawled in.  He seems badly wounded.  Then he sees the two monsters that were ravaging him.  Something told Langley that those two giants weren't here to help him.

-Outside the mine-

“There’s too many of them!” Iceman blurts out.

“Keep on fighting,” Professor X tells him.  “We have to give the other X-Men more time to free Cyclops and his team.  Then we can get out of here.”

“Swell,” Iceman says.  He fires another bolt of ice at an oncoming Sentinel.  “How do you plan on getting out of here, with the plane damaged and all?”

“I’m working on it.”  His comlink crackles slightly.

Kitty’s voice squeaks through the comlink: Professor.  I don’t think it’ll be as simple as you said...

Rogue flies overhead, smashing her way through on of the Sentinel’s mid sections.  A cannon blast suddenly flies, slamming into her!

Bobby watches horrified as she plummets to the ground.  “Rogue, noooooooo!!!”

Bobby propels himself on the iceboard, reaching her side.  “Rogue?”

“Hey, sugar.”

“You alright?”

“Not too good,” Rogue says, trying to get up.

A fireball speeds over their head, blowing up another spot of ground.  “I’ll be with you, don’t worry.  I won’t leave your side.”

He quickly makes an ice wall surrounding them, to protect them from the oncoming fire.

On another side of the battlefield, Beast and Colossus are tearing a few Sentinels apart.  Colossus began to show signs of injury.  Beast could tell just by looking at him.  A few more blasts and he’d be done for.  “Peter, run for cover, I’ll try to get us some help.”

Beast scampers towards the Professor, dodging the blasts erupting against the ground.  “Professor?”

Professor X pulls himself up to a sitting position.  “Yes, Hank?”

“We’re being murdered out here.”

“I know.  It gets worse.  Kitty just contacted me.  She said that the Sentinels have been implanted with AI.   It is currently being run from a giant machine called Master Mold, someplace underground.  They have decided that the only way to stop mutants is to bring death to the human population.”

“If only we could get someone to blow these sentinels...”

“We can,” Professor X says.  “Eric is somewhere below.  If I can only connect with him, maybe I can convince him to help us.”

(Zoom in close to the Professor’s head, than zoom out revealing Magneto’s head)

“Eric!  Your plan is unraveling.  You need my help and I need yours.  True, I don’t want to use my powers against mankind, but one thing I’m sure we both agree on is that these Sentinels must be destroyed.  You and I know that you are the only one with the power to inflict enough damage to these machines.”

Magneto shakes slightly, realizing his helmet had been blown off by Wolverine earlier.  “Get out of my head, Charles!”

“Eric, you know what you must do!”

“No!” Magneto screams.  The pain is excruciating.  “Get out!”

“You will do it, Eric.  Don’t make me force you.”

“You wouldn’t dare, Charles.  Your mind wouldn’t be able to handle my own.” Magneto lets out a growl.  “These humans must pay for the sin they committed against us!”

“Then do it by destroying the Sentinels and their terrible technology with it!”

“They are my tools for world domination...Ung!” Magneto collapses.

(Zoom back to Professor X’s head)

“Aaaaaaahhhhhhh!!!” Professor X screams.  A surge of pain shoots into his mind.  He begins gasping for air as he tries to regain control of himself.

-Master Mold’s throne room-

Shadowcat continues trying to untie the bonds.  No matter how hard she tried, the bonds wouldn’t loosen.  Nightcrawler appears nearby.  “I’m here, Kitten.”

“Try untying these bonds.  We don’t have much time.”

Nightcrawler pauses.  The bonds on the tied up technician weren’t that tight.  In fact, they were loose.  He goes and begins to untie the bonds easily.  “This guy’s bonds are a lot easier to untie.”

“What?” Cyclops says, surprised.  “What guy?  Mystique.  Kurt, wait!”

Kurt is flung to the side as Mystique’s bonds were undone.  “Thanks, kid.”

The technician morphs back into Mystique.

Shadowcat falls to the ground.  Mystique had kicked her in the head.  Shadowcat looks up.  Mystique comes down again with another kick.  Shadowcat slowly felt the room go black.

Nightcrawler looks at the hoard of guns aiming at the X-Men.  There just wasn’t enough time to battle this blue girl and save them.  Shadowcat was knocked out as well.

Master Mold’s voice echoes from above.  “Mutant extermination in 2 minutes.”

Nightcrawler can see the blue woman heading his way.  Whatever he had to do, it had to be quick.  His eyes catch sight of a metal bar just above his head.  He leaps up for it.

(Camera idea is to have him leap up then cut to Wolverine, also leaping through the air)

-Office-

Wolverine leaps out of the way of Sabretooth’s grasp.  Wolverine gives Sabretooth a kick in the stomach.  Sabretooth bends over in pain.  Then Wolverine stabs Sabretooth in the back.  Sabretooth collapses.

Wolverine now circles around Omega Red.  “That’s one down.”

The hideous Russian dodges one of Wolverine’s punches.   “That the best you can do?”

Wolverine feels the tentacles wrap around him.  A surge of pain shot through his body.  Omega Red was draining his power.  He could feel his strength slipping.  There was only one thing he can do.   He spits in his face.

Omega Red looks away for a moment.  He blinks, trying to get that nasty spit out of his eye.

Wolverine can feel the pain stop for a moment and the tightness of the tentacles loosen.  With a scream, Wolverine sucks in his claws, then shoots them back out right into Omega Red’s tentacles!

Omega Red yells out in pain as one of his tentacles gets pierced.

Wolverine stares at him.  He was mad.  Furious, actually.  Fire was raging in his eyes.  This was not good.  He hears a roar from behind him.  He turns around.  Sabretooth is there.  And he is wild.

Wolverine begins fighting off both of them, blocking a punch here, then throwing a punch there.

(AKA Phantom Menace Lightsaber duel, except Wolverine is equivalent to Maul, able to hold off his two opponents)

-Master Mold’s throne room-

Mystique and Nightcrawler continue pounding it out with each other.  Cyclops twists his head towards Jean.  “Jean, Kurt needs our help.  Try to open up my visors.  I’ll be aiming at our bonds.”

“I see it,” Jean says.  “I’m opening it.”

A laser blast flies out from Cyclops’ visor.

Nightcrawler teleports himself back and forth to avoid Mystique’s kicks.  Finally, he appears behind her and wraps his tail around her neck.  “It’s payback!”

Mystique begins to struggle as the tail tightens.  She slowly changes into Shadowcat and looks into his eyes.

Nightcrawler bites his lip.  He can’t do it.  Not with her looking like that.

Mystique spins out of his tail grip and gives him a kick to the back of the head.  “You heroes are so predictable.  Weak, merciful, and ultimately, forgotten.  You are barely even a challenge.”

“Mind if I try, cheri’?” a voice says from behind her.

She spins around and sees the Cajun.  She kicks at him, but he easily blocks it with his stick.  Mystique delivers many violent strikes to Gambit.  Every time, though, Gambit manages to block it.  “My turn!”

He begins driving at her with all the fury of the apocalypse.  Mystique finally gets hit a few times by his heavy staff.  Gambit drives a devastating blow to her legs, sending her careening backwards.  Gambit gives her head one last solid smack.  He draws out a deck of cards.  "The whole deck this time."

The entire deck begins to glow.

Mystique leaps up and gives Gambit a kick to the head.  She pulls the cards from his hands and throws them at the tied up X-Men!

"Jean!" Cyclops shouts as the deck of glowing cards flew at them.

Jean closes her eyes and separates the deck of cards, sending the cards passed them harmlessly.  An explosion blows up behind them.

"Weapon malfunction," Master Mold's computer says.  "Possible overload."

"It's gonna blow!" Cyclops states.

Gambit picks up his staff again and drives it right into Mystique's back.   Mystique lets out a scream as she hits the ground.  Gambit pulls his stick back in his jacket.  "Touché."

Cyclops, Jean, and Storm run to them.  Shadowcat is in Cyclops’ arms.  “We’ve got to get out of here, Master Mold’s going to fry this place.”

Nightcrawler sees indeed that the light emitting from the power source of the guns almost fully illuminated the room.  “I can’t teleport us all out of here.”

Cyclops gives Jean Shadowcat’s limp body.  “Jean, you and Storm fly out of here with Gambit.  I’m staying to blow this infernal machine up.”

“Wait,” Gambit says.  “These mutant killers used my mutant ability against me.  They used it to power up that Master Mold.  Let me stay.  I’ll get the job done.”

“No!” Cyclops says.

“What?  You don’t trust Gambit?” Gambit asks.

“I don’t!”

"They were my cards that hit the guns!  They'll blow us all up.  Let me make the blast at least worth something!"

Scott glares into his eyes.  "Revenge isn't a just cause!"

-Above ground-

Rogue and Iceman watch horrified as his thick wall of ice begins to be blown away.  “Rogue,” Iceman shouts over the noise of explosions, “I can’t make ice walls fast enough.”

Rogue smiles at him.  Amazingly, she felt calm.  Finally, the last wall of ice explodes.  A Sentinel stares at them, its cannons smoking.  It begins to run at them at an amazing speed.

Iceman and Rogue watch in silence.

The sentinel lounges right at them, flying through the air!

Suddenly, the Sentinel’s body tears apart into a million pieces!

Iceman and Rogue’s jaw drop.  Magneto was there, flying just behind the remains of the Sentinel.  He looks into their eyes for a moment.  Then he spins around and begins using his great magnetic bolts on the Sentinels!

Beast and Colossus stop.  They look up at the sky, now filling with light from the Sentinels exploding.  Magneto was taking them down left and right.  It was an amazing site.

Magneto flies down to them.  "Innocent lives must not die without reason.  You, in this case, don't deserve to."

Professor X manages to give a weak smile.  Magneto was using his powers for good.

Jean, Storm, Cyclops, and Shadowcat come running up to them.  “Professor!” Cyclops shouts.

“Scott.  Let’s get out of here.”

”We can’t!  Nightcrawler and Gambit are still below.”

“So is Wolverine.”

Jean lets out a gasp.  Cyclops gives her a look.

-Master Mold’s Throne Room-

The room is already filled with a blinding light.  Nightcrawler shouts to Gambit, “We’ve got to get out of here.  That gun will fire and we’ll all blow up!”

“Not if I can help it!”  Gambit shouts as he ran to a section by one of the columns.  Inside it, the power generator lay glowing magnificently as it transferred its power to Master Mold.  Gambit stares at it.  He knew that he had no choice. Gambit grips the machine and charges it up.  “You want my power?  You got it!”

The machine begins to glow powerfully.  “Now!” Gambit yells, clinging to Nightcrawler.  “Teleport us now!”

Nightcrawler instantly teleports Gambit and himself out of there.  Gambit managed to throw one last card before they teleported, ironically the ace of spades.  It collides with the machine, already waiting to blow up.  A blinding light shoots forth as it explodes!

-Some hallway-

Wolverine, Sabretooth, and Omega Red continue battling it out.  Wolverine stabs his claws into Omega Red and, using him as an anchor, spins and kicks Sabretooth.  Omega Red falls to the ground.  Wolverine stabs the remaining tentacle coming from Omega Red's wrist.

"Does this hurt?"

Wolverine rips it out with a loud metallic twang!  Omega Red screams in pain.  As far as Wolverine is concerned, he was down for the count.

Sabretooth jumps on top of Wolverine and bites him!

Wolverine tosses him off.  He kicks him against the wall and stabs his claws into his stomach.  Sabretooth was pinned to the wall.

Sabretooth grabs Wolverine's neck and lifts him off the ground.  The pain was excruciating for both of them.  "Retract your claws and I will not crush your neck!"

"You won't survive that long."

The hallway shakes during their standstill.  A ball of fire begins spilling down the hall.  Wolverine and Sabretooth stare at each other.  Both wouldn't let go.  Sabretooth yells above the noise of the coming explosion.  "You won't survive the blast!"

"Then let's find out together!"

Their bodies get engulfed in the blast!

-Above Ground-

Outside, sections of the ground erupt powerfully!  All the remaining sentinels fell to the ground.

Magneto, Iceman, Storm, Cyclops, Jean, Rogue, Professor X, Colossus, Beast, Nightcrawler, and Gambit stand staring at the explosive power in front of them.  Gambit taps the Professor.   "Master Mold is dead.  Is it over?"

"I wouldn't be so sure," Professor X says.   "Senator Langley would've built him to last."

"It's a quite saddening fate that of our late Senator, isn't it?" Magneto comments.

Rogue points to the entrance of the mine, now spewing with fire.  "Look!"

A lone figure emerges.  It is Wolverine.  His top half of his costume was blown off, and sections of his arm and body were missing skin!  His bare muscles could be seen in several places while a metallic bone poked through here and there.  He runs over to Rogue.  "Hey, kid."

"Wolverine!  Your hurt!"

"It's just a flesh wound," Wolverine coughs up some blood. The wounds were already healing up as new skin forms over the muscle.

The ground begins shaking powerfully.  Suddenly, bursting forth from the rubble was a giant version of the Sentinels.  It was built more solid, more powerful, and 50 times bigger!  "Mutants!  You are a sickening piece of flesh upon the face of this earth!" Master Mold says.

"Master Mold!" Cyclops gasps.

"And so he reveals his true self," Professor X says.  "We must end this now!"

Master Mold's body, though badly damaged, stands up to its full height of 80 feet.  All the X-Men's jaws drop.  A gigantic plasma cannon unfolds on his arm.  "You shall be obliterated!"

"Not if we can stop you!" Iceman says, shooting a blast of ice.

It barely even makes a difference as the ice ball hit Master Mold.  It was like a snowball to him!

Storm flows to the sky.  "Power of lightning!  I summon you from the ends of the earth!  Cast yourselves down upon this machine of destruction!"

Master Mold looks up as huge bolts of lightning begin to form!

All the other X-Men stand powerless to stop him.  Their powers would mean nothing.  Storm had the power now.

Several lightning bolts begin to pulsate into Master Mold's head!  He twitches slightly, as small explosions erupt in parts of his body.  Master Mold's cannon fires a blast at Storm!

She dodges it, but the blast blows apart a section of the forest!

Another blast fires, almost blowing away the X-Men!

"Eric," Professor X calls, "Storm needs our help."

"I understand, Charles."

Professor X gets into the damaged Blackbird. Magneto lifts his hands, giving the Blackbird flight.  He flies up beside it.  Professor X uses the still active guns on it to shoot at Master Mold!

"It doesn't seem to effect him!" Magneto comments.

"Then we'll have to use extreme measures," Professor X says.  "Full speed, Eric, and aim for his head!"

The Blackbird speeds forward for the giant machine's face while dodging several lightning bolts.  Finally, Professor X ejects out.

The Blackbird flies and slams into Master Mold's face!

Master Mold's head blows apart powerfully!

Magneto and Professor X land on the ground along with Storm.  They stare up at the giant body that was also beginning to explode.

Magneto makes a magnetic shield around them as Master Mold's body blows apart into a huge mushroom cloud!  The magnetic field shields them well.  Professor X taps Gambit.  “Now, it is truly over.”

-Scroll up towards the sky.  News anchorman voice comes on as in the beginning -

“An unknown explosion erupted in the heart of the Virginia’s mining area.  Still no word as to what it was.  Several rescue teams have gone there but found no trace of any survivors.”

“Senator Langley seems to have disappeared, and recent sources have pointed that he may have been in the mysterious explosion in Virginia.”

“The Sentinel project and all the information on it have vanished.”

“Still no word on Senator Langley’s location.”

-Cut to Wolverine watching the news on TV in the X Mansion-

“Blast it!” Wolverine exclaims.  “Langley’s dead!”

“What’s upsetting Wolverine?” Storm asks Cyclops.

Cyclops looks at her.  “Senator Langley was one of the few people who knew about Wolverine’s past.  With him gone, well, there aren’t that many options left.”

-X-Mansion-

The sun begins to set as two figures move along a grassy path at the back of the estate.

"Are you sure you won't stay with us Eric?" Professor X calmly asks.

"Are you such a fool to believe that Charles? If anything, these past events should have shown you the true conflict. Man cannot be trusted."

Magneto continues to stride beside Professor X's chair.

"Eric you know that humanity’s flaws cannot be changed through force or some other quick method. But through diplomacy and understanding...”

Energy flares up in Magneto's eyes.

"Understanding? Diplomacy?" Magneto's voice rages up in anger. "I saw my entire country and the ones that I love destroyed by people no different than the ones that you 'protect'. And for that, they all will pay.

Magneto lifts his hands as a magnetic sphere of energy surrounds him. He takes off into the sky and disappears in the distance.

"Than I pity you Eric. For this anger will surely destroy you in the end. I hope it does not take anyone else with it."

The chair turns slightly as Professor X slowly descends the hill towards the main grounds of the mansion.
 

-Building in Washington DC-

We see Beast in a lab coat sitting in front of a computer.  A bell dings from it, signaling a new email.  Beast opens it up.  He reads it, “Dear Hank.  The kids - ”

(Voice over of Professor X takes over reading the letter)

- at the school miss you dearly.  Do try to drop by when your experiments are over.  I have to say that I am pleased that your research is going well and hope to see your results in person.

 As of your concerns expressed, no I am not worried. As we reach another year, so does history write another chapter. Though Eric's feelings remain unchanged, his actions are still in check. Through efforts from others like you and the X-Men, understanding by the mass of the human population grows ever stronger. It is still a long way to go to true harmony, but it is a first step. People only fear what they do not understand, but fear and misunderstanding can be overcome. I only pray that it comes soon.  And until that happens, the X-Men will always be lending a hand to those in need.

--Your dearest friend,
   Charles

(Now as Beast is reading this, Patrick Stewart's voice narrates what the letter says as shots of all the grounds of the school are shown.  We see a picnic with Rogue and Iceman under a tree; Gambit and Angel watching Colossus draw another portrait of Kitty; Wolverine training in a dojo like place; Cyclops and Jean laughing; Nightcrawler and Psylocke arguing; Charles sitting in his office; etc.  It all ends as the camera shows the new Blackbird beginning to take off)

Thunderous rock music plays as the new Blackbird blasts-off into the night sky.

Roll credits.

Rocked up version of the X-Men theme from the cartoon plays while cast members pictures come on with their names.
 

 
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