Note: X-men: Evolution and all of the characters, except for the original ones, belong to Marvel. Please email me with your comments at [email protected]

"For as children tremble and fear everything in the blind darkness, so we in the light sometimes fear what is no more to be feared than the things children in the dark hold in terror and imagine will come true." -Titus Lucretius Carus [99-55 B.C.], De Rerum Natura, bk. III, l. 87

**

The only sounds coming from the dimly lit hall was of the rhythmic din of Aileen Mason�s shoes hitting the polished floor as she trudged along, holding her books up to her chest. She didn�t want to go home, not when her father had probably been drinking all day�With one pale hand, she pushed away her ebony locks, staring down at the floor. She was far from pretty; at least, according to most of the boys at school. The young girl lacked the shapely body of her peers; instead, she was tall and lanky, her large, dark eyes filling most of her narrow face.

"Hey," a voice called out to her, and she slowly turned, her eyes shyly averted.

It was Brad Richardson, the quarterback of the school�s football team and top of the class. Aileen felt her legs go weak as he smiled at her, hurrying up to stand beside the thin girl.

"Aileen, right?" He asked, grinning.

"Y-yes."

"I think we have algebra together. Mr. Carmara, right?"

Aileen blushed as she stared at Brad�s handsome, tanned face, feeling her heart thump within her chest. She nodded, peering up at him with her black eyes.

"Y�know, you really should talk more. You have a really nice voice," he told her, then politely asked to carry her books. Aileen managed a frightened smile, wondering how she had suddenly become so lucky. Someone like Brad never would have talked to her, let alone ask to carry her books.

As they walked silently along, Brad cleared his throat.

"You really have to come out of your shell sometimes. I mean, you should learn how to trust people," he said, shifting the pile of books in his hand.

"I know," was the soft reply.

"Well, you know that dance that�s coming up Friday?"

Aileen felt her face flush a deeper crimson.

"Uh-huh."

"Would you like to go with me?" Brad inquired, pushing back his dirty blonde hair.

"Really? S-sure! I�ve never bee-been to one before!" Aileen�s world to spin with wonderful rapture. But then she frowned.

"What about Pam? Isn�t she your girlfriend?" She questioned, her face still deep red.

"Nah, we broke up last week. Listen, I gotta get to practice. You still want to go?"

The other teenager eagerly nodded, then waved to him as he rounded the corner. This was the first time in her life that anyone had ever been kind to her, and she felt an enormous weight lifted off of her shoulders. She practically ran out the door, pausing when she recalled Brad still had her books. Aileen dashed back into the school, completely forgetting about the disaster she was bound to encounter when she arrived home to her drunken father.

Brad�s voice echoed in the empty hallway, and she smiled, preparing to go and talk to him. "So did you ask her out, man?" It was Anthony, Brad�s friend. Aileen stopped.

"Yeah. Now you gotta pay me that five bucks you owe me," Brad said, and she peered around the corner, watching the two.

"No way. Not until you actually take her to the Spring Dance," was his friend�s response.

"I don�t know. She�s so ugly, I think I�d be sick if I went with-," Brad started, before Aileen stepped into view, tears streaming down her face.

"Aileen," he said.

"I heard everything," she whispered, waiting for him to deny it, to say that he liked her.

"Yeah, well. Cat�s outta the back. I didn�t really want to take you," Brad replied.

"W-why not?"

"Have you looked in the mirror lately? God, do something about that acne, it�s gross." Behind Brad, Anthony laughed coldly.

Aileen�s mouth twitched as both of the boys broke into wild laughter, making cracks about her greasy hair and tattered clothes.

"Really, you should take a shower," Brad teased, and then gasped as he noticed the gray spiders crawling over his bare hands. Screaming, he tried frantically to brush them off, but to no avail.

"Wha-what the hell? Get them off!" He shrieked, as more spiders appeared, covering his skin with a moving blanket.

"Help! Hel-Help!" Anthony was yelling, "I�m-I�m on fire!"

Still thrashing, Brad fell to the floor, unable to see because of the swarming insects. Aileen watched them writhing, though to her eyes nothing seemed wrong. She did not make a sound as she marched away, wiping her salty tears away.

"That felt good, didn�t it? To get your revenge?" Someone said from the shadows, and Aileen narrowed her dark eyes as a woman with glasses and a sinister expression came into view.

"Yes," she said, though her voice had taken on an icy quality.

"Come with me then, child," the woman said, her eyes as soulless as Aileen�s.

**

Anybody know why we�re here?" Todd Tolensky demanded from his perch on the principal�s oak desk.

"Nope," replied Lance, leaning against the windowsill, "though I hope we can get outta here soon."

"Me too," Pietro, a lean boy with silvery-white hair, chipped in. "Ms. Darkholme didn�t even say why we were coming."

As if on cue, the door opened, and the principal walked in, leading a scrawling girl with wild black hair. Lance raised one eyebrow and glanced over at Pietro, who smirked. Frowning, Ms. Darkholme motioned for Todd to move off of her expensive desk. With a sheepish look, he did so, settling on a cushioned chair.

"Boys, I�d like to meet our new student, Aileen Mason," she cheerfully announced, pushing the frightened girl forward. "I�d appreciate if you�d be nice to her."

"Yeah, whatever. Can we go?" Lance asked, not even bothering to make eye contact with Eileen. Ms. Darkholme seemed annoyed by this lack of interest, but the dark-haired woman said nothing. Both Lance and Pietro hurried out the door, leaving the new girl behind. She seemed, however, content to wander alone, looking down at the ground. Todd hopped after her. It was warm outside, the bright spring sunlight washing over the thick lawn and the stately trees. A white butterfly flittered by and Tolensky�s long tongue flicked out, snapping up the small insect.

"Hey, Ellen, or whatever your name is," he called, chewing, and she glanced at him, "what�s your powers?"

"Why?" Her dark eyes, merciless, sliced through his soul.

"Just askin�."

"I-I can scare people, I guess."

Tolensky cocked his head and laughed.

"That�s it? So can I!" he chuckled. Aileen started to move away, and he persistently followed, his dark yellow teeth flashing as he grinned.

Again, she spun around, and this time Toad�s clay-colored face went white. A horrible chill went through his body, and he looked down at his hands, heart pounding. The skin seemed to writhe and wiggle, moving on its own volition. His greenish-yellow eyes bulged and he screamed, fleeing.

Aileen smiled coldly.

* *

"Hey, who�s the new girl?" Scott asked, putting down his peanut butter sandwich. Everyone turned their heads to watch the lanky girl as she strode away from Tolensky. That weasel looked like he had seen a ghost by the way he was running away.

Then again, the willowy girl was creepy, to say the least. Her angular face was unnaturally pale, framed by thick hair the color of coal. The teen�s huge black eyes, like empty pools, were set deep into her eye sockets. Spidery hands held a handful of books close to her chest, and she wore a plain purple dress that hung around her emaciated frame like a sheet.

"Vhoa, she�s strange," Kurt commented.

"You can say that again," Scott agreed.

"Vhoa, she�s strange."

He glared at him.

"Does Professor X know about her?" Kitty wondered aloud.

"Most likely," Scott answered, "he did mention something about a new mutant."

"Maybe ve should talk to her," Kurt suggested, "after all, looks aren�t everything." Kitty and Scott had to agree; beneath the hologram of a normal boy, Kurt had dark blue fur and a long tail.

They stood, and started after her, only to be interrupted by the bell.

"Darn," Kurt said, "vell, maybe ve can catch her later."

"I gotta get to gym," Kitty said, waving to the two boys and dashing for the girls� locker room. Inside, several other people were slipping on their gym uniforms, the new girl being one of them. She was by herself in the corner, slipping on a T-shirt, and Kitty couldn�t help but see the dark bruises on her ashen back. She looked up and saw Kitty watching her, then hurriedly pulled on her uniform and left without saying a single word.

**

A figure moved in the thick darkness, and Aileen huddled beneath her sheets, terrified. The air reeked sourly of alcohol and stale sweat and�him.

"Aileen," a gruff voice rumbled, and then there was only silence, punctuated by the rhythmic pounding of her heart. She could feel the cool beads of sweat drip down her face as he spoke.

"You left a mess downstairs, you goddamn bitch." Her father�s voice was slurred, and she trembled. The blow that she was expecting came a split second later, his hand violently snapping her heart back. Aileen tasted the coppery blood within her mouth as she cowered against her pillow, petrified.

* *

Aileen awoke with a start, eyes darting about her room as she stared helplessly, shivering.

* *

"What�s the child�s name?" The hooded man inquired from his shadowy corner.

"Mason. Aileen Mason," Ms. Darkholme replied, setting down a manilla folder , "a quite interesting girl, I must say. She has the telepathic power to make one�s worst fears come true, at least in their head."

"Excellent. Fear is a powerful weapon," Magneto said, even as Ms. Darkholme�s form melted into that of Mystique. No longer sat the brown-haired principal with wire glasses; now a gold-eyed woman with deep blue skin and lustrous scarlet hair gazed up at him.

"Indeed. We can use her to get what we want," Mystique announced, her small smile wicked.

* *

The whistle blew shrilly, momentarily stopping the basketball game. Mr. Daitel angrily stomped forward, past Kitty and toward Aileen, who remained frozen in place.

" Mason, you�re suppose to move! That�s the purpose of gym," he shouted, his face a ruddy color with fury. Aileen didn�t reply, her dark eyes glassy within her own haggard face. Mr. Daitel rolled his eyes but said no more, instead turning away from the lanky girl.

" Now," the gym teacher said, "let�s resume the game."

The whistle sounded again.

Kitty ran toward one of her teammates, a redhead named Jill. The other girl was clutching the ball, looking for someone to pass it to. Kitty, however, was too far away, and the only person left open was Aileen. She didn�t have time to react when the basketball was tossed to her, and it bounced against her upper arm.

Jill, her orange-red hair plastered to her head, marched toward Aileen, who was rubbing at her sickly pale arm.

"Hey, what�s your problem?" She demanded, eyes narrowed, "you know, you�re supposed to catch the ball."

"But I-,"

"God, you�re useless," Jill snarled.

"I am not," Aileen argued, her large eyes and wild hair giving her the appearance of an enraged owl.

"Yeah, whatever. Loser."

As Jill walked back to the center of the court, Kitty saw Aileen clench her fists and bit her lower lip, glaring at the red-haired girl with hatred. Mr. Daitel was picking up the ball just as Jill let out a horrified screech, gaping at her hands.

"Oh, my God! Wha-what�s on my hands!" Without looking back, she fled to the bathroom. Concerned, Kitty followed, despite the gym teacher�s shouting. Jill was by one of the sinks, scrubbing furiously at her hands with soap and hot water.

"Are you okay?" Kitty asked softly, as Jill poured more liquid soap on her hands. "I-I don�t know what�s on my hands! I have to get it off!" The redhead held up her dripping hands, which, although bright red, had nothing on them. Kitty tried to convince her of this, but she continued to desperately wash, sobbing. Unsure as what to do in this situation, she sprinted off to find help. When she found Mr. Daitel, she told him about the problem with Jill. He sent several girls back to the bathroom to try to talk sense into Jill. When they got back, several of them gasped.

Soap had apparently not worked on Jill, and now she was literally peeling off the skin, her face frozen in a hideous mask of hysteria. Dark crimson and ragged strips hung to her nails as she shrieked, trying unsuccessfully to pull off something that wasn�t there. Some of the girls grabbed onto her and dragged her to the nurse�s office, leaving Kitty gaping. Jill had just gone totally nuts.

The bell rang, yanking Kitty out of her stupor. As she passed through the gym door, she noticed Aileen, who was grinning like the Cheshire cat. The look was deranged, and it made the other girl speed up to find the professor.

**

Frigid rain pattered against the windows and onto the manicured lawn, where Professor Xavier sat beneath a towering maple tree, his fingers steepled and his expression thoughtful. He remained motionless until a young girl appeared, carrying a backpack. As she passed, he called out to her.

"Aileen, I have to talk to you," he said, and the dark haired teen turned.

"What do you want?"

"I have to talk about your special abilities, Aileen-,"

"That�s not my name anymore. It�s Phobia now. And I don�t want to talk to you," she hissed. Xavier tried to move closer, but the mutant backed away, glaring at him.

"I know that you�ve been hurt," he told her softly, and for a second a look of pain flashed across her gaunt face, "but you can�t hurt people back-,"

Aileen sneered.

"I�m only doing what they did to me."

"That still doesn�t make it right. That girl you injured is in the hospital," He argued. Phobia�s icy expression didn�t change. Instead, she whirled around to leave, her reddish dress billowing out from her body.

"Wait. I can help you," the professor protested, and Aileen glanced over her shoulder, her smoldering piercing his.

"Leave me alone."

Xavier could have easily scanned her mind and found the root of her bitter hatred, but he could not abuse his powers like that. He had to make Aileen trust him, like he had with Rogue.

"Darkholme wouldn�t be able to take away the pain. She will only increase it," he pleaded, but Phobia continued to walk away, the cold rain running down her face. It did not take psychic abilities to hear her angry weeping, but there was little that he could do at the moment.

* *

"Hey," Todd said, hopping over to Aileen as she walked in, her head hung, "where ya been?"

"Checking out the campus," was the answer.

He grinned at her with those disgusting yellow teeth, but she had never been one to judge another�s looks, considering her own dreary appearance.

"Heard about your new code name. Can I call you Phobs?"

She didn�t respond, and he puffed out, trying in vain to impress her. When she looked away, her ebony eyes reflecting the raindrops outside the large window, he sighed.

"Ms. Darkholme wants to see you," Tolensky said. He had taken an interest in the girl, despite the fact that she almost scared him to death, and now she ignored him, like everyone else. Why, he couldn�t understand-he found himself to be very smooth with the ladies.

Phobia went to the principal�s office quickly, wondering what Ms. Darkholme could want of her. As she opened the heavy, wooden door, she noticed the principal at her desk, grinning, and then she saw the tall man beside her, clad in armor.

"Yes?"

Darkholme gestured for her to close the door; she did, never taking her eyes off of the stranger. Once the door was firmly shut, the principal�s form melted into that of a blue skinned woman, her yellow eyes almost as ghoulish as Phobia�s. Aileen thought little of this; Mystique had showed her true form long ago and explained her own story. It was this man that caught Phobia�s attention; a crimson helmet hid his face, and she sensed his awful power.

"Sit down, Aileen. We must talk," Darkholme said, shutting the blinds behind her. Phobia reluctantly did so, watching as Mystique tossed back her mane of fiery red hair and smiled.

"I�d like you to meet Magnus," she told the girl, indicating the burly man behind her. He moved to the front of the desk and watched her.

"So," he finally said in a gravelly voice, "you�re the newest member of the Brotherhood. How pleasant it is to meet you, Phobia."

Aileen didn�t say anything; he resembled her father too much, especially with that deep voice.

"Tell me, child. Did Xavier try to talk to you?" Magnus asked, taking off his helmet to reveal the face of a gray-haired man, his eyes like ice chips.

She nodded, her eyes darting from Mystique to the new mutant.

"I�m not surprised," he said to the scarlet-haired woman. She crossed her arms over her chest and smirked as he went back to Aileen.

"I was once like you. I trusted the world, and it nearly killed me. I know how it�s like to have people gawk at you, like some kind of freak," Magnus told her.

Phobia nodded again, her dark eyes brimming with tears.

"That�s why I created the Brotherhood. To get our revenge." The word hung in the air, and Aileen silently savored it.

He placed a comforting hand on her shoulder.

"And that, my dear, is why we need you."

Darkholme moved beside her, her motions as liquid as that of a serpent�s. Her dark golden eyes were filled with reassurance as she spoke.

"Will you help us?"

Aileen gazed up.

"What do you want me to do?"

* *

"Only eleven more days until spring break!" Kurt whooped, disappearing a thick cloud of smoke and then reappearing near Scott.

"Great, man. Chill," he said, and Kurt frowned.

"What�s the matter vith you?"

"Nothing. You just need to calm down."

"And you need to have fun!" His blue furred friend scolded.

"I can-," Scott started, before Logan rudely interrupted their important argument. The short man stepped into between them, holding both back.

"Vhy don�t you live a little?" Kurt demanded.

"Would you two stop that bickerin� for a second? Geez, it�s givin� me a headache," Wolverine snapped. When the two finally stopped struggling, he let go of them.

"Now, if you two keep fightin�, I�ll knock yer thick heads together," Logan said, obviously in a foul mood. As he turned to stalk away, Kurt pulled out a small brochure and waved it in front of Scott�s face.

"Hey, I have a cool idea! Ve should go here!" He said excitedly. Scott took the annoying brochure and looked down at it; some kind of weekend trip aimed at students. There were several glossy pictures of people goofing off at pool, hiking, and over an open fire. It looked like something Kurt would adore.

"Looks like that other outdoor trip we went on," Scott replied, tossing the brochure on the sofa.

"No, it is much better! It vill be fun!" Kurt tried to persuade him.

"Wait, you want me to go?"

"Yes! Evan already zaid that he vould too!"

"I have too much to do-,"

"You are being boring again!" Kurt protested loudly, and then shut his mouth when Wolverine peeked in.

Scott sighed, loathing Kurt.

"C�mon! Rogue is going too," he said, grinning.

"Uh-huh. And has the professor approved this?"

"Yes, and Ororo vill be our chaperon."

"Why didn�t you tell me about this earlier?" Scott asked, raising an eyebrow.

Kurt shrugged, his tail lashing like some overgrown cat�s.

"Whatever," he responded, defeated.

"Great!" Kurt shouted, running around the room and laughing ecstatically. Scott just shook his head, disgusted at himself for being tricked. Neither noticed the gray faced boy watching them from the window, his long tongue running over his yellowed teeth in triumph.

**

Scott gritted his teeth and tried to ignore the conversation in the back, gripping the steering wheel tightly. Apparently, Evan and Kurt had just found a half-eaten bag of Doritos and were now fighting over it.

"Hey, I saw it first!" Evan shouted, pulling at the bag.

"No vay, I did!" Kurt argued, tugging.

"I don�t think so!"

" Ja, I did!"

"Would y�all just settle down! Ah can�t even think back here," Rogue snapped. Kurt and Evan looked at her, then resumed their fierce fighting, yanking at the chip bag until it tore, sending cheese Doritos everywhere.

"Ugh! Y�all got chips on mah new pants!" Rogue roared.

Scott tried hard to concentrate on the empty road ahead. Fortunately for Ororo, she had fallen asleep and had not been waken by Evan and Kurt�s wild antics. Marie was still raging about her brand new clothes in the back, and Kurt was wedged between the seat and the floor, devouring stray chips.

"Hey," Evan said, pushing past Nightcrawler, "are we almost there? I seems like we�ve been driving for hours."

"We have," was the response.

"Oh," Evan said, disappointed.

There was a moment of blessed silence, and then the argument began anew. Scott turned on the radio to some rap station in an effort to try to drown out the awful noise.

"Turn it!" Kurt yelled, spraying bits of chips on the driver�s bare neck when he spoke, "I hate this song!"

Scott sighed and moved his hand.

"No, Ah like this song," Marie protested.

"Turn it!"

Rogue wadded up the tissue that she was using to wipe off her pants and hurled it at Kurt. It bounced off of his head and he glowered at her from across Evan.

"Vhy did you do that?" He demanded.

"Because you�re annoyin� me."

"I am not!" Kurt countered, rather huffily.

"Would all of you please me quiet back there?!!" Scott erupted, the car nearly swerving out of its lane. His scream of frustration woke Ororo, who glanced about wildly.

"What�s going on?" She snarled, her eyes still half closed.

No one answered, for Scott was concentrating too much on the tree lined road ahead. The others were finally silent, the only sounds being the music coming from the radio and the steady hum of the car. Scott let himself relax, focusing on the expansive wilderness ahead. It was nearly night time; the sun was slipping from view, leaving the sky a mixture of brilliant reds and oranges.

"I�m hungry," Evan said from the back.

"Yeah, me too!" Kurt chipped in.

Scott silently chided himself for ever agreeing to go on this trip and looked out for the nearest gas station. It was dark by the time they found one; everyone piled out of the car except for Ororo, who remained in her seat. The silhouette of the small car with all of its camping equipment could be seen against the bright neon lights of the station�s tiny store.

They went inside, and Kurt stocked up on everything from Snickers bars to small bags of popcorn. As Rogue started to put down a copy of her favorite Goth magazine beside the towering pile of food, she noticed a slight flicker in Kurt�s holographic screen.

"We got ta go," she whispered to Nightcrawler, "Your hologram�s beginning ta fade-,"

Hurriedly, they paid for the items and left, rushing past a dark car and into their own.

* *

"I guess you were right, Toad. They are coming up this way," Lance said, leaning across the dashboard to study Xavier�s little twerps.

"Of course I�m right. I�m always right," Tolensky replied, his yellow eyes almost glowing in the blackness of the car.

"Shhh," Mystique hissed. She was no longer in the form of Darkholme; now she looked like an average college student, her straw-colored hair pulled back into a braid and her green eyes glittering.

"Are we going to follow them?" Todd questioned, watching as the other car started up. Mystique grinned, more like a baring of teeth than an actual smile.

"Yes."

**

The huge wooden sign that read Rushing Cascades Campground soon came into sight, sending everyone, except for Scott, cheering; he was concentrating on the dirt road ahead, barely visible in the darkness of night.

"Alright," Scott said, his voice rising and falling from the bumpy road, "where�s our site?" There was some rustling in the back as Kurt pulled out a paper map, and switched on a flashlight.

"It�s right here," he announced, pointing one of his three fingers at the circled location. "Here, let me see," Scott asked, grabbing the map and slowing the car down somewhat. He chewed his lower lip thoughtfully, then turned back to Kurt.

"Geez man, it�s in the middle of nowhere."

"Vell, they vere booked up, except for zome place even further away. Vhat can I zay?"

Scott sighed for a thousandth time and heaved the map behind him, accidentally hitting Rogue.

"Would y�all quit thrownin� things?"

"Sorry," Scott apologized, adjusting his glasses. They were heading past the lake and the recreation room, into the middle of the woods. The group couldn�t help but feel a shiver run down their spines, especially with the twisted trees and the thick shadows on either side of the car.

"Oh, this here place sure gives me tha� creeps," Marie muttered, her face pressed up the window pane.

"Ditto," Evan echoed. His face was pale, but he turned away before anyone could see it. They pulled into a niche, where there were no trees. Scott and Ororo were the first to get out, showing no uneasiness whatsoever about the dark woods that surrounded them. The others soon reluctantly followed, and Cyclops immediately began to tell everyone what to do.

Kurt was told to unpack while everyone set up the two tents; he did so, mumbling in German about his bad luck. As he was lifting up one of the coolers, he noticed car lights moving past them. Kurt paid little attention to it, and dragged his burden over to the others.

* *

"There they are," Toad exclaimed, gesturing to the group as they drove past.

"Would you be quiet?" Ms. Darkholme snapped.

Todd didn�t reply; instead, he studied Xavier�s dorks until they were out of sight. He settled back against the seat, folding his arms in frustrated anger. Out of the corner of his eye he could see Aileen, her hair catching the silver rays of the moon. He watched her, fascinated; he had never been so interested in a girl before. In the darkness, her gaunt features and white skin no longer seemed so ghastly. If anything, they gave her an exotic beauty.

Aileen turned her head and he quickly averted his own eyes, wondering if he was sick or something.

* *

After all that hard work, everyone had settled down around the campfire, eating sandwiches.

"I have an idea," Kurt said. He no longer had the hologram up and now he was his true self-blue, furry, and, at least to Scott, utterly annoying.

"What?" Evan wanted to know, taking a bite out of his turkey sandwich.

"Let�s tell zcary ztories!"

"Cool!"

"Ah don�t know, y�all. Ah�m kinda tired," Rogue protested. She was sitting off by herself, watching them from across the dancing fire.

"You vuss," Kurt teased.

"Ah�m not. It�ll be y�all tha� has nightmares. You know wha� Ah�m talkin� about, Kurt."

Kurt�s face turned a deep shade of blue.

"That only happened once. And I vas zeven."

"Try thirteen. And you was screamin� like a hog."

Kurt didn�t say anything.

"Fine," Marie sighed, rolling her eyes , " Ah�ll tell scary stories with y�all."

"Great!" Kurt shouted, dancing on a nearby log. He plopped himself down beside Evan and leaned forward.

"I vill tell the story," he proclaimed, blue tail lashing. Everyone looked at him, watching as he face became stern.

"There vas once a group of teenagers, much like yourselves," Kurt whispered, "and they drove out to the country by themselvez. They vere just sitting around, vhen suddenly the announcer on the radio zaid that an escaped killer vith a hook had escaped-,"

"This ain�t �The Hook�, is it?" Marie demanded.

Kurt, who was doing his best impression of frightened teens in a bad ghost story, paused.

"Vhy?"

"Cause it�s tha� worst scary story ever."

"Oh."

"So who will tell the story?" Evan inquired.

"Ah guess Ah will," Rogue answered.

Kurt, looking hurt, settled back down.

"Ah heard this legend from one o� mah dad�s friends. According to him, it�s really old, probably a hundred years or so," Marie said quietly, the red light from the fire illuminating her face and giving her the hellish face of a demon.

Everyone was deathly silent, listening. Even the animals in the shadowy forest seemed to pay attention to Marie�s tale.

"Anyways, there was this section down in the bayous called Dead Man�s Land. Ah never been there; no one Ah know has been, though they say tha� forest is strange, all rotten an� tangled. Someone once lived there, in nineteen eleven. His name was Dan Surly, an� he was one o� the nicest men you ever did meet, according to the story. Well, he bought that there land, said he wasn�t �fraid o� no legends and nonsense. So he did; he build a right nice cabin there, by the river. Dan even had guests come over, ta show them all that there weren�t ain�t no ghosts or monsters. It was during one o� those visits that Dan�s old neighbor came over to chat with �im, and then he heard the weird howlin� outside."

"This isn�t zo zcary," Kurt sniffed.

"Just listen. So his friend, Elmer, he asked Dan what all that noise was. The other man replied, �Tain�t nothing but the animals. Nothin� ta worry about.� Elmer was afraid, though, and he was considering going home when there was a knock on the door. Dan went to answer it, but no one was there," Rogue said softly, her eyes glittering.

"�Well, tha� sho� is odd,� Dan said, and closed tha� door. Then there was another knock, an� he flung it open, but no one was there. As Dan peeked out, he saw the reddish stuff on his lawn, an� he took a step forward. "Wha� the hell?� He said, and then he noticed that it seemed like a corpse, and that tha� red liquid smeared across his grass was gleamin� like blood. Dan thought that it was an injured rabbit or something, until he heards a bloodcurdling shriek from the woods. It sent shivers down his spine, and he ran back inside, scared half ta death."

"Then what happened?" Scott asked.

"Dan got his gun an� said there was somethin� in the woods. Elmer was too scared to follow, so he just looked out the window an� watched Dan go into the dark woods. He wasn�t gone fo� two minutes when there came another scream, this one sounding like ole Dan�s. Poor Elmer didn�t know what to do; finally he decided to help Dan. But when he got into tha� woods, he saw Dan, his face twisted in a look o� absolute horror. He was dead, and something had jus� scared him to death."

"Vhat killed him?" Kurt demanded, glancing uneasily about, his face pale.

"Ah don�t know. No one does. Some say he saw tha� face of fear itself."

"That was pretty good, Marie. Did you make it up yourself?" Scott asked.

"Ah didn�t make it up, Ah swear. Ah really heard it."

"Sure," Scott said, humoring her. He glanced down at his watch, then yawned. After saying good-night to everyone, he crawled into one of the tents and into his sleeping bag, thinking about Marie�s story.

* *

It was chilly outside, but the nearby fire warmed her, casting its flickering orange glow on the trees and the thick undergrowth. Aileen sat on a rotten log, her hands wrapped around her knobby knees. She was alone: Ms. Darkholme was spying on their targets and Lance was by himself, most likely smoking. The fire crackled softly, and she held her pale hands toward it, enjoying the heat. She looked up at the clear night sky, at the white stars embedded within the indigo heavens. It was good to be away from home, away from her father and all those hurtful people.

A dry twig snapped behind her, and she turned, startled. A short figure appeared, one with a tangle of light brown hair and gleaming yellowish-green eyes. Todd stepped out into the light, holding a half full bag of marshmallows, his expression unreadable.

"Um, I couldn�t get a, uh, fire started. Can I use yours, Phobs, er, Aileen?" He asked, rubbing the back of his grayish neck.

"I don�t care," she answered, watching as he sat down across from her on a large rock. Tolensky reached down, found a sharp stick, and proceeded to impale a marshmallow on it, watching Aileen out of the corner of his eye.

"Ya want one?"

"No."

"Uh, okay. Hey, didja hear the one about the teacher and the vampire?" Todd asked eagerly, the light reflecting off of his eyes.

"Yeah. It�s gross."

"Uh-huh." He squirmed uneasily. The white light from the crescent moon was washing over her features, and he felt a strange lump in his throat.

"Has-has-," Todd started, feeling his heart thump wildly.

"Has what?"

"Has an-anyone," he licked his dry lips, "eve-every told you were pretty?" There was a long, almost tangible silence, and Aileen�s face turned a fire engine red.

"Don�t tease me," she said harshly.

"I-I�m not."

Phobia looked at him with a mixture of skepticism and hope.

"No one�s ever said that, and really meant it. Everyone always said I was ugly," she told him, and he smiled unhappily.

"I know what you mean. My own mother couldn�t stand me," he admitted, dropping his false suaveness.

"I don�t know why. You�re kinda cute," Aileen told him.

"Really?"

"Yeah," she said, blushing.

There was nothing more said, mostly because there was no reason for it. When Lance got back, smelling of stale smoke, he gazed at the two. Toad was off telling some stupid story about a truck driver, and Aileen was laughing.

"Weirdos," he mumbled, retreating into his tent.

**

Kurt sat up and stretched. It was still dark, the crickets chirping loudly. He didn�t want to leave the warmth of his sleeping back, but the call of nature was urging him on. Teleporting outside, he finished his business and was turning around when he sensed someone behind him. Warily he looked behind him, and saw a dark figure, one with a waterfall of black hair and spindly hands. She, or he, closely resembled the new girl at school. He started toward her, only to stop in his tracks when she raised her head to reveal a rotting face, the greenish skin peeling off of the bleached white bones. The thing stared at him with hollow eye sockets, a fat worm twisting out of one.

"Kurt," it called out, its bony fingers reaching for him.

He ran without thinking, dashing into the woods, his breath coming out in short, ragged bursts. Branches slammed into his face, sometimes drawing blood, but he ignored them, his mind filled with raw fear. Even as he thought to teleport, the ghoulish monster dropped down in front of him.

* *

He opened his eyes and resisted the urge to scream, still smelling the rank odor of decaying flesh. He looked at Scott and Evan, who seemed to be dreaming peacefully. The darkness seemed to close in on him, a tangible thing.

Suddenly, he wished he had never heard Rogue�s story. Now he was terrified, and his mind kept wandering back to the Blair Witch Project, a movie that he had made fun of but was secretly scared of it. Kurt wanted to wake up one of the others, to have someone to talk to, but he was too ashamed to do that. He could just hear Rogue tomorrow if he did that, teasing him about his cowardice. Shivering, he pulled the cloth of the sleeping bag closer to his body, listening for any strange sounds.

Why did I listen to that story? He thought helplessly.

His body was immersed in cold sweat, and he lay on his side, unable to fall back asleep.

**

"Are you alright, Kurt?" Ororo asked the next morning as she tied her white hair back into a long ponytail. Everyone stopped eating breakfast and gazed over at Nightcrawler. No one could deny that he didn�t look healthy; there were dark rings under his red-tinged eyes, and his entire face seemed ashen.

"I�m-I�m okay," he muttered, hunched over his own breakfast.

"Did mah story keep you up all night?" Marie teased, grinning.

"No, of-of course not."

"Tha�s good to know," Rogue replied, digging into her cereal.

Kurt didn�t say anything; instead, he blinked wearily, holding his face in one hand.

"Why don�t we go down to the lake later?" Evan piped up, drinking the last of his juice.

"Ah think we should go on a hike," Marie disagreed.

Scott sensed another fight brewing, so he held up both hands, trying to quiet them.

"How about who ever wants to go swimming can go with Evan, and whoever wants to go on a hike goes with Marie."

Everyone agreed with him, and once they were finished eating spilt up. With swimming equipment in hand, Evan and Scott hurried down to the lake. The others prepared to go hiking. Ororo noticed Kurt, still slumped over on the rock, and went over to him, putting a soothing hand on his shoulder.

"Did you sleep well last night?" She inquired gently, and Kurt slowly shook his head. Ororo kept her hand on his shoulder, and whispered, "Was it because of Marie�s story?"

Kurt hung his head shamefully and sheepishly muttered, "Ja."

"Don�t let it bother you. It�s just a story," she told him, noticing the embarrassed look on his face, "and don�t worry, I won�t tell anyone."

He smiled at her gratefully.

"Now, would you like to stay here or go for a walk with us?"

"I vill come. It zounds like fun." Truthfully, Kurt wanted desperately to sleep, but the thought of being alone at the site sent chills up his spine. He followed Marie and Ororo as they began to hike up the nearest trail, nervously glancing behind him the whole way.

* *

Scott carefully spread out a worn beach towel across the soft grass and laid down on it, enjoying the sun�s warm rays. Evan watched him, shivering. The water was too cold to swim in, and now he didn�t know what to do. Bored, he called out to Cyclops.

"You wanna play volleyball or something?"

Scott looked over at him and shook his head, claiming there wasn�t enough people. Evan sighed unhappily and carefully stuck his big toe in the frigid water, taking it back out an instant later. He was seriously considering splashing Scott, to see how high he would jump, when he saw the swimmer out of the corner of his eye. Someone was actually gliding through the icy, brown water, and just the thought of it sent goosebumps prickling down his flesh. How anyone could stand water that cold was beyond him.

Then he saw the person�s head, with its matted dusky hair and scaly skin. Evan shielded his eyes from the glaring sun, taking a double take.

Toad.

The other mutant also took notice of him and swam up to shore, his nasty yellow teeth showing as he smirked.

"What are you doing here?" Evan demanded, as Todd shook himself like a wet dog, his bright red swim shorts hanging loosely on his bony frame.

"That�s none of your business," he responded, slicking back his damp hair and padding away, toward a girl on the other side of the lake. Evan narrowed his eyes; he didn�t trust that little squirt, not in the least. He watched him meet up with the black-haired girl, knowing that he had seen her grotesque features somewhere before. When they disappeared from view, Evan turned to Scott.

"Toad�s here, man," he said, and Scott abruptly sat up.

"What?"

"I just saw him. He�s with some girl."

This was bad news. If Tolensky was here, then the Brotherhood probably was too. He quickly scooped up his towel and the two ran off to find Ororo and the others.

**

Kurt tagged along close behind Marie and Storm as they made their way through the forest. Occasionally, Ororo would pick up a flower or a leaf and give a science lecture on it. Nightcrawler didn�t listen; he was exhausted, and it was difficult to keep his heavy eyelids open.

As they reached a fork in the path, Marie saw someone leaning against a nearby tree, a cigarette dangling from his lips. It was no other than Lance, and he sneered as they stopped, surprised. "Well, well. If it isn�t the X-freaks," he said, exhaling a cloud of thick gray smoke. Ororo didn�t say a word, but as they tried to pass Lance still lashed out at them.

"What did yah do tha� for?" Rogue asked.

"Cause I felt like it," he replied coolly, snickering and flipping the cigarette butt into the woods.

"Ignore him," Ororo said, continuing briskly down the trail as though nothing had happened. Lance frowned and took a step forward, concentrating on the earth beneath their feet. Just as he was about to create a small earthquake, he caught sight of Scott and Evan. There was no way he was going to take them all on by himself, so he pulled out another cigarette and resumed to lean against the gnarled tree.

* *

Scott was trying to recount what they had saw at the beach when he finally noticed Lance behind him, watching them with the cold malice of a coiled cobra.

"Why are they here?" Evan asked, his yellowish-white spikes involuntarily poking through his skin.

"I don�t know," she said uneasily.

"Should we go home?" Scott thought aloud.

"Not right now, though I think that it would be wise to cut our vacation short."

As they began to walk back toward their site, Scott looked over at Evan.

"They�ve been following us. I know it."

"Yeah. It creeps me out just to think about it."

Scott�s expression was somber.

"It probably means Mystique is here too."

**

"Have they spotted any of you yet?" Mystique asked, looking up from her paper back book and lowering her dark sunglasses. The fact that she looked their age was unnerving to say the least, and Aileen felt uncomfortable about this.

"Well, I-I, well-," Todd sputtered. Ms. Darkholme�s face turned beet red, and it was obvious that she longed to strangle him. She kept her composure, though, and stood up from her lawn chair, thinking.

"I guess it doesn�t really matter, anyway. We can still get what we want," she said, and her face was normal but her eyes were a hellish yellow.

**

They packed up without saying a word, Storm hurrying them along the whole time. Evan soon grew restless and looked for something to do while the others heaved the equipment back into the small car. A tiny scrap of pink paper attached to a tree caught his attention; he ripped it off and read eagerly. It was about some sort of big barbecue tonight, by lake.

"Hey," he called out, waving the slip of paper, "look at this."

"Wha� is tha�?" Rogue inquired.

"It�s some sort of party tonight. Can we go?"

"I don�t think so. Not with the Brotherhood following us," Ororo replied, hoisting a bag of food into the back seat.

"Awww, come on. It�ll be fun. And we can take care of ourselves. Please?" Evan begged, giving her his best puppy eyes. Everyone else agreed, except for Kurt, who sat upon a cooler, resting his face in his hands.

"Well, I guess it wouldn�t hurt, though we must leave early."

"Yes!" Evan cried out ecstatically, then turned to Kurt to give him a high-five. But the other boy looked sick, his bluish fur disheveled and his eyes swollen.

"Man, are you okay?"

"I do not feel vell," was the answer.

"Are you still coming to the barbecue tonight?"

"Ja, I guess so."

**

"Move, frog-face! I can�t see!" Lance hissed, shoving Toad roughly aside. He fell into a thick cluster of ferns and glared at Avalanche belligerently.

"Why did you do tha-,"

"Shut up," Lance snapped, pushing aside some of the undergrowth and watching Xavier�s kids avidly. He could just barely see them, and from the fragments of their conversation that he heard, he could deduce that they were going to that barbecue tonight.

"What are they saying?" Todd asked, moving beside Lance and studying a round beetle that was slowly making its way along a strand of grass. They stopped moving when Scott Summers glanced in their general direction, his expression unreadable. When he looked away, Lance breathed a sigh of relief and glanced back down at Tolensky, who had eaten the insect.

"They�re going to that party tonight. We got to tell Darkholme."

**

The sun had begun to dip below the mountains when they set off for the barbecue, leaving Ororo at the campsite. The white-haired woman could tell, without a doubt, that poor Kurt didn�t want to go, trudging behind the others.

Ororo unpacked a lawn chair from the car and a worn cross word puzzle book, then settled down beside the flickering fire. For awhile, she entertained herself, until she heard someone coming toward her. Looking up, she expected to find one of the children, but instead found a thin boy with tattered clothes, and a raven haired girl whose strange gaze unnerved her. Although she did not recognize the pale, haggard female, she immediately knew the boy who sneered at her, eyes merciless.

"Lance Alvers ," Ororo said, throwing down her book and staring at Mystique�s lackey.

Avalanche didn�t reply, though his smile was deathly cold.

"What do you want?" Storm demanded.

"Us?" Lance laughed, "We want you out of the way."

Ororo took a step back, her eyes flashing white.

"I think not,"she declared, even as the wind began to pick up and the clouds turned an ominous gray. Like some wingless angel, she floated up into the air and thereby escaped everything that Lance could throw at her.

The girl moved forward, her black eyes the complete opposite of Storm�s. She had a fierce look on her corpse like face.

"What are you afraid of?" The ebony haired teen asked softly then grinned. "Ah, yes. Such a deep fear, too."

Before Ororo could react, she had suddenly fallen to the ground, the grass giving way to a solid floor. Wildly she glanced up, only to see the dark ceiling and walls a few feet away. Trapped! She was trapped.

"No," she whispered, her heart thumping. Desperately she banged on the walls, trying in vain to free herself. Her attempts did not pay off, especially when she saw the walls begin to move inward, folding in on themselves.

"Help! Oh, God, help!" Ororo shrieked, pounding with all of her strength. Frenzy overtook her and she scratched at the inclosing walls, wailing. So deep was she entangled in her own nightmare that she could not see Lance come up behind her, his fist clenched. One blow sent her to the ground, unconscious.

**

Evan was instantly glad that they had had decided to stay; there were several people, some clustered around the deep barbecue pits, others engaged in games of volleyball. The dancing light from the various fires lit up the faces of couples as they laughed and talked.

"This is so cool! What do you guys want to do first?" He asked eagerly.

"I think ve should get zomething to eat," Kurt replied, perking up noticeably after he spotted the food tables. He rushed over to one of them, hologram up, and began to voraciously dig in, his face thickly smeared with barbecue sauce.

"Well, he looks a lot better," Scott commented, smiling.

"Hey," Evan said, watching as a couple of kids stopped their game of volleyball, thus leaving the sandy court open, "you guys want to play?"

"Sure," everyone agreed, even Rogue.

"But how vill ve play vith only four people?" Kurt asked, wiping the his mouth with the back of his left hand.

"We�ll play ya," someone announced, and they all turned in unison. It was none other than Lance, his hands folded across his chest. Behind him, Toad grinned dangerously, Aileen by his side.

"No way," Scott abruptly refused.

"What�s the matter, wuss? Afraid to take us on?"

"No, we-,"

"You guys are chickens. We could beat you any day," Tolensky boasted.

"Ah don�t think so," Marie screamed back, walking right up to the net and glaring the little weasel down.

"Rogue, don�t-," Scott started, before she gestured to him to throw her the ball.

"Ah�m goin� show y�all that we ain�t chickens. Or losers."

With that, she served the ball as hard as she could.

It sailed over, and Toad sprang up into the air, bumping it back. Kurt, who was just as agile, knocked it to him once more. When the ball was returned, Scott positioned himself near the net, waiting�and then Alvers slammed into the net, shoving him roughly to the ground. The volley ball bounced on the sand and rolled to a stop at Rogue�s feet.

"Our serve," Tolensky sang cheerfully.

"Ah don�t think so. Y�all cheated," Marie protested, glowering from across the net.

"We did not."

"Ya did too," she said, then served it again.

The Brotherhood didn�t protest further; instead, they hit it back over. As Kurt lunged to strike the ball, he saw Aileen staring at him, sending chills down his spine. Biting his lower lip, he tried hard to concentrate, his hands about to make solid contact with the small ball. But he was stopped when Toad spit across the net, covering Nightcrawler�s face in thick goo. As he thrashed in the sand, trying to get the slime off, the ball hit the ground once more.

"Now it�s all our turn," Tolensky said.

"Here. You can have it. We quit," Scott responded sourly.

"You guys are sore losers," Lance called out, his dark eyes glittering.

"Ignore them," Scott told the others, walking away.

"Yeah, you guys are such dorks. Especially you, Rogue. Too bad you didn�t stay with the cool people," Lance sneered, leaning against the net.

"Well, y�all certainly aren�t the �cool people�," she hissed. The others stopping walking, and Scott grabbed hold of her shoulder, careful not to touch her flesh.

"C�mon," he said, though Marie protested as he pulled her along. They hurried back toward the camp site; by now, all the last rays of sunlight had vanished, cloaking the world in black.

"Man, this place gives me the creeps. We gotta get back to the site," Evan said, pushing aside a hanging branch.

"Tha� was real fun," Rogue stated, rather dryly, after Scott had let her go.

"Leave it up to the Brotherhood to ruin everything," Evan sighed, as they made their way past an empty campsite.

"Hey, we never ruined anything. We just wanted to play a fair game of volleyball," Lance said, stepping out in front of them.

"Yeah, right," Marie snorted.

Lance feigned shock.

"Us? Hey, we play fair," he told her, studying the group as his two companions appeared.

"Y�all better leave us alone," Rogue threatened, her eyes narrowed.

"Yeah, and what if we don�t?"

Before Marie could say anything, Lance stretched out his arms and the ground began to stir like some angry beast.

"What the hell are you doing?" Scott furiously demanded, falling to the ground. Lance towered over him, smiling sinisterly.

"You�re find out, soon enough."

Scott didn�t wait for him to say anything more; instead, he lunged at the other boy, knocking him to the ground. He tried to keep Lance pinned, but a blow to his chin sent him tumbling off. As Evan rushed out to help his friend, Toad jumped at him, smashing him into a tree.

"Tha�s it, y�all-," Rogue started, before she saw Aileen coming toward her out of the corner of her eye. Except she changed, no longer a gaunt girl with pale skin, but a tall teenage boy, handsome, with blonde hair. She gasped as she recognized him as Cody, the football player that she had first hurt at the party, so long ago�

"Wha� tha� matter, Marie?" He snarled, his voice definitely Cody�s, "afraid to see me?"

"No," she whispered, her body numb with fear.

"Ya hurt me, Marie. An� now Ah�m gonna have mah revenge."

"No! Ah-Ah didn�t mean to hurt ya, Ah�m sorry!"

"Too late for tha�," Cody growled, his foot lashing out and striking Rogue in her chest. She rolled over, terrified, her mind filled with raw terror.

**

Behind her, Kurt saw Aileen roughly kick Marie, sending her to the ground. He teleported over to give her aid, only to see the woods go dark and everyone else vanish.

"Vha-?" He wondered, then heard a hissing voice, like wind blowing over dry leaves.

"Kurt," it said, and he felt overwhelming fear as he turned slowly, as though time was trapped in thick molasses. There it stood, the cadaverous monster from his nightmare, one spindly arm clutching for him, its hollow eyes gaping blindly.

Nightcrawler shrieked as it came for him, its decayed skull face grinning�

**

Rogue watched from the ground as Cody picked up a heavy shovel, left by the site�s owners. He grinned maliciously, raising the rusted shovel high above his head, obviously aiming it at Kurt, whose face was frozen in a rictus of pure horror. Despite her own bone-chilling fear, she stood, sprinting over to save her blue companion.

Ripping over her leather gloves, she latched onto Cody�s face, gritting her teeth in determination. The minute he screamed and arched his back, the moment she saw his true memories, she knew that it was Aileen. The disguise promptly faded, and the girl yanked herself free, half dazed. Rogue had not had enough time to knock her out cold, but at least now she could see through the veil of fear.

Aileen wasn�t the only one reeling; Marie�s mind was flooded with horrible memories of pain. As she struggled to regroup her thoughts, the other girl scooped up the shovel once more, her face twisted in fury. Rogue had seen her deep secrets, and now Aileen planned to kill her for it. But Marie, noticing her attacker, blindly lashed out, her new power working on her enemy instantly�

**

A figure moved in the thick darkness, and Aileen huddled beneath her sheets, terrified. The air reeked sourly of alcohol and stale sweat and�him.

"Aileen," a gruff voice rumbled, and then there was only silence, punctuated by the rhythmic pounding of her heart. She could feel the cool beads of sweat drip down her face as he spoke.

"You left a mess downstairs, you goddamn bitch." Her father�s voice was slurred, and she trembled. The blow that she was expecting came a split second later, his hand violently snapping her heart back. Aileen tasted the coppery blood within her mouth as she cowered against her pillow, petrified.

He grabbed onto her, his meaty fingers digging into her neck and ripping her nightgown. She cried out as she was thrown to the bare floor, and her father�s leg pulled back, preparing to pulverize her.

"Nooooooo!"

**

Tolensky heard Aileen�s bloodcurdling scream, and he spun around, ignoring Spyke. He could never remember being concerned about a fellow teammate before, but now�He leapt toward her, spraying opaque goo in Rogue�s face as he hopped past. He hardly heard her muffled shrieks as she raked at the stuff, clawing.

Aileen was huddled against a tree, her eyes wide and glassy. Toad gathered her up and called out to Lance, who was pummeling Scott unmercifully. He nodded and swept his hand across the grassy ground, sending Spyke and Cyclops flying. Lance grabbed their prize, Kurt, and slung him over his shoulder like a heavy sack.

Then they vanished into the thick forest.

**

"Well done, Mystique," Magneto complemented the woman behind him, studying Kurt and Ororo, who were tied up by thick rope. Though Nightcrawler was unconscious, his head drooped against his narrow chest, Storm was awake, glaring at them and struggling to free herself of the old rag they were gagging her with.

Darkholme smiled and was about to reply when Magnus cut her off.

"Still, the boy is your-," he started.

"It doesn�t matter. As you said, you can�t make an omelet without breaking a few eggs," she responded coldly, her blue face as blank as stone.

**

"What would they want with Kurt and Ororo?" Logan asked, folding his arms across his broad chest and watching Xavier.

"I am not sure. Nor do I know where they are."

"Cerebro isn�t picking �em up?"

"No. And I am not sure why," the professor said, moving across the room in his wheelchair. Wolverine followed, his bushy eyebrows knitted in worry.

"Then how are we gonna find �em?"

"I think I know someone who can help us," Xavier told him, pressing the button on his intercom and leaning over it to speak. "Ms. Cotrez?"

"Yes?" The biology teacher answered.

"Could you please send Marie to the office?"

"Right away."

As Xavier was turning off the intercom, Logan raised one black eyebrow.

"What do ya want with Rogue?"

"I believe she can help us find the Brotherhood, since she absorbed some of Aileen�s memories."

"Uh-huh. And what if she can�t?"

"Then I don�t know what we will do," the professor grimly admitted. There was a soft knock on the oak door, and Xavier told the person to let him or herself in. It was Marie, trying to look calm, though the way she nervously tugged at her emerald green shirt told otherwise.

"Um, am Ah in trouble?" She asked, looking defiant yet frightened.

"No, of course not. Sit down," the professor said soothingly, gesturing to a nearby bench, "we think you can help us find Ororo and Kurt."

"How can Ah do that?"

"The memories that you absorbed from Aileen-,"

They both noticed Marie�s uneasiness when he said this.

"What is it, Marie?" the professor inquired.

"It�s jus�, well, since Ah absorbed her memories, Ah can�t sleep at night."

"Why?"

"Ah keep seeing shadowy images, of people hurtin� me, and Ah�m so scared." Marie seemed embarrassed to be confessing this to Logan and Xavier. They looked at each other as Rogue lowered her head, rather shamefully.

"But Ah want to help them," she whispered.

"You do not have to," the professor said.

"No. Kurt is mah-mah friend. An� Ah saw wha� they were plannin� to do to him."

The professor wheeled closer to her.

"What are they planning to do?"

"They-they�s gonna use him as a martyr, and broadcast it everywhere. Ah don�t know why Ororo�s there, but Ah think they jus� had to get her outta the way."

"Good Lord," Xavier gasped, "Do you know where they are?"

"Yeah, Ah think so."

**

Where were you?" He demanded from the easy chair.

"I-I was studying," Marie managed to choke out. It was as though this wasn�t her body�she couldn�t think clearly�

"You were supposed to be home at six," her father growled�

No, Marie thought, her mind caught in a foggy daze, this isn�t me�

The huge man stood up, an outline against the glaring light of the nearby lamp. She could smell the strong reek of alcohol, and she saw the empty bottles of beer, glittering in the light.

"No, Daddy, please," she pleaded.

"Dammit, I�ll show you what happens when you don�t listen to me."

Marie was roughly shoved across the room, where she fell, banging her head on the corner of an end table. Pain coursed through her body as she helplessly begged him to stop.

Nononononono�

With one final vicious kick to her ribs, he stormed off, leaving her alone. Marie curled up into a fetal position, feeling the warm blood trickling from her nose and trying hard to open her right eye, which stayed numbly shut. All she could think about was how the girls would laugh at her in gym tomorrow, and Pam and her friends would say that she tripped over her own feet again�

"What�s the matter, kid?" Logan�s voice tore Marie out of her trance.

"No-nothing. Ah�m fine," she answered, her voice quivering with uncertainty. She tried to keep her eyes focused on the others, but Wolverine noticed her discomfort.

"Doesn�t look like ya are. Are ya having those memories again?"

"Yeah. But-but Ah have to help Kurt and Ororo, ya know?"

Logan didn�t say anything, but felt admiration for Rogue. He understood how hard this must have been for her.

"Are we really going to be breaking in?" Kitty nervously said aloud.

"Yep. And there�s gonna be a fight, I can smell it," Wolverine replied.

Kitty turned pale.

"Tha�s it ahead," Marie said, pointing to a decrepit factory in front of her. The building was old and one could easily tell that it had long since been abandoned.

"What are they going to do to them?" Kitty questioned as she slid down behind a bush next to Rogue.

"They�re going to kill them, and broadcast it to tha world. Except Mystique is gonna appear like that mutant hatin� senator. Ah think they want mutants to be �fraid of humans."

"And they�re-they�re really going to hurt Kurt and Storm?"

Rogue nodded, her teeth clenched.

Kitty looked sick.

A few feet ahead, Cyclops indicated that they should start circling the building.

**

"This is going to be so cool!" Toad said, rubbing his hands like some kind of cliched villain.

Fred gazed over at Darkholme, who was now in the shape of some senator. A polished gun glistened in her hand as she instructed Pietro and Lance to set up the cameras. Behind them, in a dark corner, Aileen stood, bony hands folded across her chest.

"Man, your girlfriend�s creepy," Fred commented.

"At least I have one."

"Hey, I can have any girl I want," he replied belligerently.

"Sure, whatever."

Fred glared down at Tolensky, who grinned.

Lance, who had finished adjusting the huge camera, gave a thumbs up to Darkholme. The principal, in the guise of the balding senator, smiled icily and loaded the gun while Storm watched, her eyes wide with terror. Mystique sauntered up to her captives, the weapon by her side, and leaned down close to Ororo.

"It certainly is ironic that you will be ruining Xavier�s school. After this, every mutant will flock to Magneto," she explained.

Storm struggled and managed to free her mouth from the stained rag around her mouth.

"Please. Do whatever you want with me, but let Kurt go."

Mystique just laughed cruelly, her eyes gleaming their natural gold for a split second. She did not acknowledge Storm�s plea; instead, she stood up, raising the gun slowly. Ororo�s face paled, even as there was a tremendous explosion from the back, raining debris everywhere.

"What the hell?" Darkholme screeched, looking over her shoulder.

It was Xavier�s brats, coming in through the hole they had just made in the wall.

"Get them!" She ordered, her skin turning cobalt and her hair lengthening. There was no way that she�d let the little devils ruin her plan again. Fred was the first to take off after them, charging like some unstoppable tank. Logan jumped at him, nimbly hopping onto his thick back and trying in vain to get his metallic claws through the Blob�s layers of fat.

Like some enraged bull, Fred grunted and tried to heave Wolverine off, coming toward Kitty like a steam locomotive. She gasped and closed her eyes, phasing through him, just as Cyclops�s bright red blast knocked the blubbery mutant over.

Toad and Avalanche rushed in to help their rotund buddy, and mayhem ensued. Kitty was vaguely aware of bodies being thrown everywhere, with Wolverine doing most of the tossing. Then she felt something slither across her leg, and she gazed down, shrieking when she saw the dozen cobras crawling over her.

Jean, who was trying to ward off that smelly freak, Toad, turned when she sensed the telepathic power behind her; it was Aileen, her ashen hands by her waist and her eyes glittering like those of a feral animal. Focusing her own psychic abilities, she fought off the gnawing fear and started to push toward Phobia�s mind, only to be kicked in the back of the head by Todd. Her breath was knocked out of her and landed flat on her face.

Meanwhile, Mystique was advancing on Ororo and Kurt, who had just waken up, his eyes filled with confusion.

"Time to finish this," Darkholme snarled, and was steadying the gun when a set of hands reached around and grabbed her neck, sucking the life from her. Moaning, she fell over, and Rogue stepped past her prone body, a small knife in hand.

"Don�t worry, y�all. Ah�m gonna get ya out of thar," Marie comforted them, working the sharp knife across the ropes.

"Oh no, you don�t."

Rogue whirled to face Aileen, who looked like some demonness that had crawled out of a sulfur pit. The raven haired girl had snatched up Mystique�s gun, and was now pointing it at Marie�s heart.

"Don�t do it, Aileen. Ah know you�re not like �em," she said softly, dropping the knife and raising her hands.

"What do you know about me?"

"Ah-Ah know tha� you�re bitter cause you was hurt. But ya don�t have to hurt people for it."

Aileen�s face darkened, and her grip tightened.

"How do you know that?"

"Ah saw your memories. Ah saw how people hurt you in tha� past, like your dad. But we ain�t gonna hurt y�all, Aileen."

"That�s what everyone says," Phobia spat, though her voice shook and her dark eyes were brimming with tears.

"Please, put down tha� gun-."

"I-," Aileen said, looking like some frightened little girl. Marie tried her best to smile, reaching out a hand to her-

"Rogue, move!" Scott shouted, and she felt alarm course through her when she realized his intentions.

"No, Scott! Don�t-," Marie protested, but it was too late. His blast struck one of the heavy cameras, and it toppled onto Aileen, sending the dazed girl sprawling. Rogue hurried over to her, even as Cyclops freed Kurt and Ororo.

Aileen was lying there, the camera resting on her lower legs. She had bitten her lower lip, and a thick stream of dark crimson flowed from her mouth.

"Get away from me!" She howled, clawing at Marie, her trust and legs broken. In the background, Logan instructed them to move faster. Rogue retreated, certain that she had mouthed that she was sorry.

**

"How you feeling?" Tolensky inquired from the doorway, wondering if he should turn on the light or not. It was so damn dark in here, and his girlfriend was only a shadow in the blackness.

"Fine." Her answer was cold, devoid of emotion.

"Uh, �k."

He scampered out, nervous. In the room, Aileen stared out of the small window into the starless night, watching as the X-men played a game of basketball. Her eyes were inhumanely icy, but her smile was one of deranged mirth.

"Fear is that little darkroom where negatives are developed."
-Michael Pritchard