All characters of this fic are the property of Kids WB and Marvel comics. I am making no money.

Authors Notes: This fic is a re-telling of Evolution sort of but it's a bit different and will have some different characters, and will take aspects from the 616 Canon and maybe from Ultimate. This includes that at the beginning they're will be a more elaborate background to the Institute and the X-men team, with former members and stuff like that. Hope you like.

Prologue: Evolution usually takes millions of years, but sometimes it suddenly springs forward. Over the last 100 years, for a chosen few human beings it has done just that, making them mutants. Though still a secret to most of the world, as they grow in number it is inevitable that very soon they will be exposed. A question emerges on whether when exposed, will mankind accept them and live and peace, or will seek to destroy what they don't understand. Two men stand at the center of this question, Charles Xavier and Eric Lenshear, once friends they opened a school to help mutants learn to control their powers but over time they're became divided by their opposing opinions on how to prepare for the future. Xavier hoped to work for peace and cooperation with normal human beings. But for Lenshear, being a Holocaust survivor, he had seen mankind at it's worse and was convinced that they would never accept mutantkind, and would seek to eliminate them. He would leave Xavier's school in anger, disappearing but later re-emerging in red armor, proclaiming himself Magneto. Magneto started searching for mutants to amass an army to prepare for a Day of Reckoning with humanity. Xavier continued his school, it grew a bit reaching about 10 students, and they became his X-Men. A group ready to stop Magneto and any other mutant threat that would aim to cause harm to the world. For two years this team did just that till during one mission the team was just not ready for. The aftermath of which had many lasting results. One student was dead; another became disillusioned with Xavier and joined Magneto. Xavier became distant and basically disbanded the team. Thus 5 more of the team members graduated from the school and all but one would leave to get on with their lives. The one became an instructor and the three youngest students remained at the institute, though Xavier would not take on anymore-new students. For over a year the institute stayed this way till the present day, where our story begins...

It is early evening in the town of Bayville, New York. The last bits of golden sun peak through the forest trees at the edge of the Xavier estate. Inside a large and well-decorated office there is a bald man in a wheel chair sitting at his desk, he is Professor Charles Xavier. He has in one hand a letter he was reading it over. He glimpses over to his other hand clenching a photo of a group of costumed people, and then looks back at the letter again. "I hope I've made the right choice" the man sighs then puts the photo back on to the desk and sets the letter aside as he hears foot steps. Three people walk in. At the lead is a relatively tall boy with dark brown hair and red sunglasses, another boy a bit shorter and younger with lighter brown hair follows him, and following him is a beautiful redhead girl. "Hello Scott, Bobby, Jean" he says to them.

"You wanted to see us before we went out sir" Scott asked.

Xavier looks up and smiled. "Yes there's something I need to tell you," he said trying to find the best of words. He took another glimpse at the photo and Jean notices.

"That was a great day" Jean sighed.

"Indeed" Xavier nodded. "It's part of what I want to talk about" he said. "Now I know it's been really empty here for a long time."

"You can say that again" Bobby nodded. "I mean it's getting to the point that when we sneeze it echoes through the hall so someone across the mansion is saying god bless you" he joked.

Scott rolled his eyes at Bobby's exaggeration, of course no one could tell because of his shades. "Oh come on it isn't that bad, but I must agree that it being just the 4 of us in Storm is getting kind of weird. I mean our training sessions are so predictable it's ridiculous," he said.

"Wow there's a news flash Scott's worried about something to do with training" Bobby whispered to Jean and they both laughed a bit. Scott shot them both a glare.

"And I think they're conspiring against me" Scott joked.

"Oh really Scott you know we're like a close little family" Jean smiled and put an arm around Bobby and Scott. "But still I miss it when all the others were still here" she said looking at the Professor. "Tessa and Warren and Logan and Hank and well the other two" Jean sighed and they all became quiet not wanting to think about the two un-named former classmates.

Scott finally broke the silence. "I guessing that you didn't bring us here to think about old times though did you Professor."

"Quite correct Scott" Xavier nodded. "I am happy to tell you we'll be getting a new student. We're picking him up at the train station tonight," he explained. He watched as smiles broke out between the three students. Xavier smiled as well. "I'm glad that you welcome the good news," he said. "Because hopefully he will be the first of many."

"You mean your re-opening the school," Jean asked and Xavier nodded.

"What about the team" Scott asked.

Xavier sighed. "One step at a time, but the new students will train with you," he explained. "Magneto has been quiet for quite sometime but if that changes my opinion might change" he said. "That is all I had to tell you, sorry for keeping you" he said.

"Oh Professor it's no big deal I mean...." Jean began to say then checked her watch. "Oh my god the game is just about to start, come on you too," she said grabbing Bobby and Scott and practically dragging them out the door, while Xavier smiled as his students left.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Hours later at the football game Bobby and Scott were sitting in the stands watching the game.

"Alright touch down" Bobby said then noticed Scott was lacking in any real enthusiasm and his eyes weren't on the game either, he was staring over at the sideline, where Jean was taking pictures for the school paper. Bobby stuck his hand and waved it in front of Scott. "Hey touch down, that's a good thing" he smirked. "What you awake, earth to Scott."

Scott broke out of his trance. "Huh, what. Oh yeah right go team" Scott said somberly.

"Yeah your real into the game" Bobby smirked. "But of course what your looking at is much better huh" he smirked elbowing him. He knew Scott liked Jean.

"Uhh what are you talking about" Scott said. "Whatever man, I just can't stand watching that Matthews jerk playing and all." He said.

"Sure..." Bobby smirked. "Come on it's obvious you like her."

Scott glared at him then turned away when he noticed something strange. From under the bleachers it looked like a hand going into someone's pocket and grabbing their wallet. "Uhh I'll be back," he told Bobby. "Save my seat," he told him then got up.

Bobby gave him a look, wondering what he was up to. "Yeah sure" he said out loud. "Yeah right, like I'm missing any of the fun" he smirked to himself and followed Scott.

Underneath the bleachers a hunched over pale skinned boy, who didn't look like he had the best of hygiene pulled the money out of a wallet, and added it to a big wad of money in his pocket. "I'm making out like a bandit tonight yo" the boy laughed when suddenly he heard footsteps behind him. He turned to see three big football players glaring at him. "Oh you Duncan how ya doing" the boy said nervously.

The blond one in the lead glared at him and made a fist. "If it isn't Todd Tolensky, it's time you pay for all the trouble you caused" Duncan sneered as he and his buddies closed in on Todd who gulped. Duncan grabbed his shirt collar

"Why don't you leave him alone?" said the voice of Scott Summers.

Duncan turned and glared at him. "Look Mr. Sunglasses at night, this isn't your problem" he told him but then smirked dropping Todd and turning around. "Unless you want to make it your problem" he said and walked over and went eye to eye with Scott.

"Oh come now Matthews, you wouldn't hit a guy with glasses would you" Scott smirked.

"You've got a point" Matthews nodded then grinned taking his hand to Scott's glasses. "So why don't you take them off" he said knocking Scott's glasses off, and a stream of red light and energy hit the football player knocking him into one of the bleacher support poles. Scott shut his eyes quickly but not before the blast also tore through one of the main bleacher supports. The entire thing would of collapsed but out of nowhere a stream of ice formed into a new pillar holding everything into place.

Scott sat on the ground feeling for help and felt some one grab his arm and help him up. "Thought you might need some help" a voice Scott recognized as Bobby's said.

"How many people saw, what's the damage?" Scott asked. "Well I had to make an ice pillar for the bleachers, so that's not good, and as for witnesses, it looks like one knocked out quarterback, two terrified line men and a very confused pickpocket" Bobby smirked looking at Todd and Duncan's boys.

"Don't laugh what they just saw is..." he began.

"Forgotten" a voice said from behind them. Jean Grey appeared and looked into the eyes of the football players. "Duncan fell and hit his head boys, and you two were just taking him to the team doctor" she said to them and they simply nodded. A little confused what they were doing there. They picked up their captain and took him off. Todd watched the whole thing.

"Yo I'm out of here" he said and hopped off.

"Wait" Scott yelled but the boy left. "Just great he saw everything" he frowned as Jean handed him his shades. He put them on. "We have to catch him."

"Uhh guys we have other problems, I don't think that's going to hold" Bobby said pointing at the creaking bleachers.

"And will the hero's save all the human's in time" a snide voice asked in a mocking tone. The three turned to see a blond girl dressed in all white, and standing next to her was a boy with blond hair tinted orange, giggling and fooling around with a lighter.

"I don't know luv, what you think," the boy asked giggling.

Bobby, Scott, and Jean glared at them. "How dare you show your face here Emma" Jean snarled at her.

"Yeah shouldn't you be hanging around kissing old bucket heads butt traitor" Bobby frowned.

"Oh dears so nice to see you too, and to answer your question John well let's see no, do it John" Emma ordered and John giggled madly.

He clicked open the lighter again and put his hand over the flame, which began to grow and took the shape of a flaming bird that soared over the three of them and cut right through Bobby's ice pillar. In reaction the entire bleacher's fell from the strain of support, making a large crashing noise. "Boy that was fun mates we should do this more often" John laughed.

The three looked shocked. "All those people" Jean gasped.

"You psycho's people could be killed" Scott snapped.

Emma put a finger and waved it. "Tisk tisk, Scotty boy is that anyway to talk to a former school chum" she smirked. "And don't you worry I emptied the bleachers 2 minutes ago, made the stupid homo sapiens think they're was a free give away at the food stand" she laughed. "Little trick that 1st rate telepaths are capable of, unlike those 2nd rate one's, huh Jeanie" she laughed. "Well anyway have fun trying to explain how this all happened to the authorities" she smirked as the fire trucks and police cars rushed to the burning wreckage. Emma and John ran off grinning.

"Come on they're getting away," Bobby, said but Scott grabbed him.

"No we have bigger problems" he sighed. They watched the firefighters look over the scene.

"Looks like a..." the lead firefighter began to say but then felt his head hurt for a minute before he regained his senses. "Looks like a gas leak, good thing no one was hurt though" he said.

The three watched what had happened and immediately knew what had happened. A voice rang in their heads. "Your lucky I was near by, now go back to the Institute we'll discuss this later" the voice of Xavier said.

They turned to see a hand wave out of a familiar black car, before driving off in the direction of the training session.

"Well you heard the man, besides looks like the game's pretty much over now" Scott said headed to the car.

"Oh but can't Jean go check on Duncan first" Bobby smirked.

Jean put a hand on her forehead. "Oh he's doing fine I'll give him a call later" she said then realized what Bobby meant and smacked him on the head. "Smart ass" she smiled.

"Oww that hurt" Bobby moaned but got no sympathy as they headed back to Scott's car.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Meanwhile the black car continues to drive through Bayville soon arriving at the train station. A black woman with magnificent white hair gets out of the drivers seat and proceeds to the back door, which she opens and folds out a wheel chair then helps it's owner, one Charles Xavier get settled.

"Thank you Ororo" Xavier says as she pushes him up the ramp and toward the train platform, where a train was just pulling in.

"Of course Professor" She nodded. "How will you know which one is him?" she asked.

"Don't worry he'll be quite the stand out" he said to her as the train finally ceased movement. A large crowd of people poured out of the train. But none of them were who Xavier was looking for. After the crowds had left one more person came off. He was wearing a large hooded robe and nothing of his person was visible. "Kurt Wagner" Xavier said.

"Heir Professor" the boy asked in distinct German accent.

"Yes Kurt now come with us and you can see you're new home," Xavier said with a smile. The boy nodded and followed Xavier and Ororo out of the train station.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Meanwhile on the other side of town, Todd Tolensky frantically hops back to his foster home. "Oh crap those guys were freak shows, I've got to get away from them" he said when suddenly a Porsche drove right in front of him.

"Hold it right their Tolensky" the driver said as she came out. It was Emma. "We need to talk about what you saw tonight and about you" she said.

Out of the passenger's side came John fiddling with his lighter.

"What you want from me yo," Todd asked with fear in his voice. "Who are you?" he asked.

Emma smiled. "Oh relax we're here to help, I'm Emma Frost, and this is my associate John Allerdyce. We're hear to take you to a friend of ours who wants to be your friend, she's going to help you understand your gifts and protect you from those naughty X-Men."

"What's an X-men yo?" he asked as John practically thrust him into the back seat.

"We'll explain when we get there, and don't slime on the seats," Emma said.

"Yo how did you know that I..." he began and she smiled through the rear view mirror.

"Dear with my gifts there is not a thing I don't know" she smirked as they drove off.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

At the mansion Scott, Bobby, and Jean were sitting around the Common Room watching TV. The coverage of the night's events at the game was on. It now had been widely accepted that there had been a gas leak, and it had caused the collapse of the bleachers.

"We were really lucky tonight guys, from now on we have to be extra careful," Scott told the other two who nodded.

"Indeed you were and indeed you will be" Charles Xavier said as he wheeled in, Storm followed him. "I understand all of you had your reasons but in the future try your best to avoid situations where you will be forced to use your powers" he explained.

"But sir what if we can really help people" Bobby asked.

"In that situation I understand that you must make the decision whether you must use your powers, like tonight. But choose wisely when it is appropriate" he told them.

"Yes Professor don't worry we will" Jean said.

"I know you will" he smiled at them. "Now let us talk about happier things" he said and nodded to Storm.

Storm went over to the door and waved for someone to come in. "Come Kurt, don't be shy you are among friend" she said softly.

The three students watched as the cloaked boy slowly walked in.

"Jean, Scott, Bobby this is Kurt Wagner, he'll be joining us" Storm said with a smile.

Kurt slowly walked over with reluctance.

"Hi Kurt, I'm Scott, this is Jean and that's Bobby" Scott said offering his hand. Out of the robe sleeve came an odd looking, blue furry, three- fingered hand. Scott step backed slightly with surprise and the boy put his hand back in. "Oh sorry about that" he said but the boy backed off a bit shy.

Jean could feel how nervous Kurt was and how sensitive he was about his appearance. "Don't be afraid, your not different your gifted" Jean said to him in his head.

"Vow how did she do that" Kurt asked from under his robe.

"Because I have powers just like you," Jean said but this time out loud. "I'm a telepath and a telekinetic" she explained and made a chair float in the air before letting it fall.

"That's amazing" Kurt said taking off his hood to reveal a furry blue face, a mouth with fangs, and pointy ears.

"You think that's impressive check this out" Bobby smirked and created a few ice balls and started to juggle them. "Cool huh."

"Indeed" Kurt smiled while watching with amazement. He also was amazed they weren't staring at his appearance.

Scott lifted his shades slightly and fired a small blast at one of Bobby's ice balls shattering it. "And that's what I can do" Scott nodded and Kurt looked on in wonder.

"So besides being blue what can you do?" Bobby asked.

"Vell I wouldn't say it's as good as your powers but..." he began to say then suddenly disappeared in smoke. He reappeared behind them with more smoke. "I can do this" he finished his sentence then teleported again. This time he was hanging from his feet on the chandelier. "I teleport, not to mention I'm very agile" he explained then did a flip and landed on his feet back on the ground. Jean, Scott and Bobby all crowded around him smiling. The Professor and Storm looked on with pride.

"That was awesome" Bobby said patting him on the back.

Scott nodded as well and shook his hand. "Welcome to the X-Men, you'll fit in just fine" he said.

"Danke" Kurt said. "But what is the X-Men" he asked.

Xavier eyed Scott for mentioning it. He still wasn't fully committed to bringing the team back. Jean noticed and took over.

"Well you'll find out soon enough" Jean explained then turned to the Professor. "Is there anything else you wanted to mention, before we get Kurt in his room?" she asked.

Xavier nodded. "No not at the moment, now would one of you please show him to his room" he asked the other X-Men.

"I'll do it" Bobby said excitedly and grabbed Kurt and his bags. He made an ice slide and headed for the upstairs pulling Kurt along. Who seemed to be enjoying the ride?

"Looks like Bobby's got a new playmate we better keep an eye on them so Bobby doesn't corrupt him" Scott joked.

"Indeed" Xavier smiled. "Now if you need me I will be in Cerebro, do not disturb me unless absolutely necessary" he said. Storm, Jean, and Scott all nodded and headed off in separate directions.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Meanwhile in another part of town Emma Frost's Porsche pulls up in front of a large Victorian home with a sign entitled: Brotherhood of Bayville Boarding House. Emma got out. "Well we're here, you better be coming" she said and headed for the front door.

"What is this place yo?" Todd asked getting out and scratching his head. He saw a fly and stuck his tongue out snatching it.

"Home sweet home mate" John laughed patting him on the back as he passed him. "And by the looks of that tongue it's just where ya belong" he said as he followed Emma into the building.

Todd shrugged to himself and followed in. The house was well taken care of with nice furniture and was very clean. Todd looked around seeing all sorts of fancy antiques and metal objects. "This place would be a nice place to "shop" in" he thought to himself.

"Don't even think about it" Emma's voice rang in his head.

"Yo how you do that," Todd asked as they entered into the living room.

"Telepathy" Emma said casually as she filed her nails.

"Huh yo who or what are you people" Todd asked kind of scared as he saw John click open his lighter again and attract the fire to his hand.

"We be mutants mate, just like ya are" John said as he stood in the doorway. "She's Emma and I be John, but all my friends call me Pyro" he grinned.

"Wait yo what's a mutant and why you think I'm one" Todd asked quite confused. He saw another fly and caught it with his tongue. "Oh that's good stuff," he said.

Emma looked up with an annoyed face. "Your kidding right, the tongue, the greenish skin, the slime" she rolled her eyes. "You're a Toad, that means you're a mutant" she said.

"Well I guess you've got a point" he frowned. "Guess it's another reason for people to push me around."

"It doesn't have to be that way" a voice said belonging to a brown-haired lady in a business suit whose eyes seemed to glow.

"Principal Darkholme" Todd asked knowing the principal quite well from his stays in detention.

"Yes but you can call me Mystique" she said as she transformed into a blue lady with red hairs, glowing eyes and a white gown with a skull belt. "We're fellow mutants who fight for a cause to defeat the humans who suppress us. Our leader will amass an army and over throw the homo sapiens, those who help will be guaranteed a spot of great power. No one will ever be able to look down on you again. So are you interested in joining our Brotherhood of Mutants?" she asked.

Toad thought about it for a minute. He never realized before that the weird things about him could be a good. But now he knew he was a mutant, and the idea of being part of the superior race appealed to him. "Yo you can count me in" he nodded eagerly.

"Excellent now here's what we need you too do" Mystique told him with an evil smile and began to plot.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Back at the X-Mansion Kurt looked around his new room after Bobby showed it to him. "This is vonderbar" he smiled. "I don't think I've had a house this big" he told Bobby as they unpacked his things. They had also found that Xavier had many new clothes for him.

"Well yeah it is pretty cool to live in a mansion, wait to you see the Danger room" Bobby told him when he noticed a white box with Kurt's name on it. He picked it up and handed it to him. "I think this is for you" he said.

Kurt nodded and opened it to find a red and blue costume with a belt with an X on it. "Vhat might this be" he asked. "It looks so as you Americans say, awesome."

"That's your uniform, it's mostly for training these days, why don't you try it on" Bobby suggested.

"You bet I vill" Kurt said and ran over to his closet. Seconds later he came out finally discarding his robe. His costume was mostly blue background with a Red V going down both across the chest and the back. It also had yellow gloves and yellow boots. "So how do I look" he asked while looking in the mirror.

"Cool" Bobby said then tossed him something. "Yeah I found this watch in that box too" he said.

Kurt nodded and tried it on and noticed Bobby just staring at him. "Vhat" he asked.

"Lo- look in the mirror you look normal" he said walking over and Kurt took a look himself they both were shocked.

"How is this possible?" he asked

Bobby put his hand on Kurt and felt fur. "It's like a hologram or something, guess the Professor had it cooked up so you can go out and not get stared at."

"This is great, now I can walk around in peace" Kurt smiled when suddenly a voice rang in both their heads.

"Attention all of you we have an intruder in the mansion, we must find him" Xavier's voice said to them. The two rushed out in search of the intruder and soon found themselves down in the underground corridors.

Also down there stood Todd with a video camera in his hand. Mystique had sent him to do some reconnaissance of the inner workings of the Xavier Mansion. "I found everything she wanted, time to go home" he said and turned around a corner, to head back to the ventilation system he used to get inside. He ran smack into Bobby and Kurt.

"Looks like we found the intruder" Bobby said and Todd immediately started to run.

"I'll get him" Kurt said and chased after Todd he began to tackle Toad and ended up teleporting both of them out of the corridor. They reappeared in another part of the underground, a large metal room. "Vhere are we" Kurt wondered.

"Whatever you brought us here you blue freak and no one tackles me" Todd said and jumped on Kurt. The two boys began to roll around and wrestle. In the heat of the fighting Kurt ended up teleporting again. This time they reappeared in the main foyer. And continued to wrestle ignoring the new surroundings. They teleported and wrestled up and down the foyer, on the furniture, on the floor, on the stairs, and even on the chandelier.

Soon Bobby, Jean, Storm, Scott and the Professor had all arrived in the main foyer. Todd looked around and gulped then saw the door. "I'm out of here" he said and hopped toward the door very fast. Storm fired a bolt of electricity at him hitting the camera and she and the others got ready to pursue but Xavier told them to stop. "Let him go, we need not worry about what he saw" Xavier said holding his forehead with his hand. The others frowned but nodded.

Meanwhile Todd had sprinted across the lawn. He was nearing the gate and hopped over. He turned back as he hopped to make sure no one was following him and ran smack into a very grumpy looking and buff biker.

"Watch we're your going kid" he growled and out of his right fist came three metal claws.

Todd freaked out and at this. "Yo oh my" he said and sprinted down the road as fast as he could in the direction of the Boarding House.

The man shrugged and walked over to the main door where the students, Storm and Xavier stood. "Hi ya Chuck, got your message, guess you were right when you needed some help around here" he said.

"Logan your back" Jean smiled.

"Yeah for now at least" Logan shrugged. "Hi ya Red, Icecube, Slim, Ororo, Charles" he said and looked at Kurt. "New kid huh, guess I'll call you elf" he smirked.

"Sir what was that all about" Scott asked the Professor.

"It seems that he was sent by some of our old friends. I suspected after Emma and Pyro's appearance tonight that Magneto was back on the move and this action confirms it. I guess we must be ready for him again then" he said.

"Professor does that mean what I think it means," Storm asked.

"Yes the X-men are back" he said to the amassed crowd with a determined look.

Meanwhile on the other side of town...

"What do you mean the camera was shocked" Mystique yelled. "And I bet Xavier wiped your mind so you don't even remember what you saw" she roared at Todd.

"Well yo, yeah" he shrugged. "But hey I was out numbered and then this guy with a claw hand showed up.

"Wolverine" she frowned. "Get out of my sight Toad, NOW" she roared and the boy obliged running out to another part of the house. Mystique sat at the desk in her home office and frowned when she felt the wind blow from her window as they sprung open. "Oh hello sir" she said to a shadowed figure towering over her.

"Hello Mystique, I see your attempt to infiltrate Charles estate failed" he frowned. "But it is of no matter. One way or another I will get what I need from Charles, but now we must focus on gaining new membership. The Toad boy will be one of many," he said. "But now that Charles is actively recruiting I want you to monitor his every move."

"Yes I understand sir, I think I can handle his students and probably the wind rider but Wolverine's back" she said.

"Don't you worry I'll call in someone extra special for that job" he said. "I leave you now, let us hope you have better news next time we meet" he said sternly then disappeared out into the night, her windows slammed shut marking his absence.

Okay this is my own AU universe but its here in the evo section since it's patterned off of an Evo like style. So as you can see it's kind of like the original Evo, but I've changed and added characters, and once I have the set characters it will deviate more. Tell me what you think. Please READ AND RESPOND.