Disclaimer: I do not own the X-Men in any of their plethoric incarnations. However, Marti, Suzie, Edmund and Alice are mine. Please don't sue me or steal my story!

NOTE: This story takes place in a reality several membranes down from the official Marvel universes. It's something of a combination of the classic Excalibur comic series and the animated TV series X-Men Evolution. The official Marvel X-Men universe is Earth 616. Welcome to Earth 723.

SINISTER MOTIVES
By Rowena Zahnrei

Chapter One

Sally Sutherland stretched her arms out behind her and leaned back in her chair, listening to her stiff joints popple and crack.

It was shaping up to be another long night, but Sally didn't really mind. The dim light made the small security office seem warm and cozy, and the sound of moving water outside in the treatment tanks was sort of relaxing…as long as she didn't let herself remember how much of it was pouring in from the sewers.

The Jardine Water Treatment and Purification Plant was the largest water treatment facility in the UK. It processed just over a billion gallons of water a day, serving more than seven million consumers in the London and Greater London area. Sally was one of only three guards who worked the night shift. Yet, although it could be lonely at times, and more than a little boring, Sally liked this security job much better than her previous job sorting letters for the Royal Mail. That had been an endless stream of machine noise and chatter in close quarters with at least a dozen co-workers. She'd come home at night so tired and frazzled she'd barely had the energy to crash on the couch, let alone to cook dinner or play with her little daughter, Janey.

Here, she had an entire office to herself and, as long as Janey's father Jack was willing to take the night shift at home and drop Janey off at kindergarten in the morning, Sally could sleep all day, then spend the entire afternoon with her daughter. In fact, tomorrow, she was planning to take Janey to LEGOLAND to see the new Excalibur exhibit in the Hall of Fame. She was pretty curious to see how they managed to model Nightcrawler's tail out of LEGO bricks, and she knew Janey would be excited to see Shadowcat—

A flash of movement caught her eye, and she focused her attention on the security monitors on the control panel before her. She leaned forward and used the control pad to swivel the camera, zooming out to give herself a wider view of the gate.

No one was there. The chain and lock on the gate seemed intact and untouched and, when she switched views, she could see no sign of any unauthorized vehicle in the car park beyond.

"Probably an owl," she muttered to herself.

Still, the rules stated that anything unusual had to be reported to the rest of the night watch team. Sally tapped the communicator on her wrist, opening a channel to Cliff and Aaren...

"Hey, Aaren!"

Aaren Towers looked up from his solitaire game to tap his communicator.

"Yeah, Cliff. What's up?"

"Don't know," Cliff's tinny voice responded. "Jus' got this burst of static over my comm unit. Was wondering if you got one too."

"No, not me," Aaren said, slapping down his remaining cards and rising from his chair. "You hear anything Sal?"

He waited for Sally to respond, then checked his communicator. The channel was open.

"Sally?" he asked again.

"She's not responding," Cliff's voice reported.

"I know that, Cliff," Aaren snapped back. "Check the monitors, see if you can spot her. I'll head to the main office."

"You know, I'll bet she's in the bog," Cliff said. "If we jus' wait a minute or two—"

"Yeah, maybe," Aaren responded, already on his way out the door. "But there's something odd here. Sal's never so much as missed a com check. An' even if she did head to the loo, we're supposed to report whenever—"

"Oi - Aaren! Jus' spotted something on Camera 8," Cliff said. "In the shadows. It might be Sally."

"That's Tank 15. I'll check it out."

Aaren ran out into the chilly night, his boots clanking on the grated metal catwalks that weaved over and around the gaping, churning water tanks. As he ran, he scanned the shadows that lurked beyond the floodlights that illuminated the yard, on the alert for any sign of movement.

"Sally?" he called. "Sal? You out here?"

Footsteps, to the left.

Aaren turned his head, only to feel something cold and solid slam against his shoulder. He spun around, grabbing onto the metal hand rail to keep himself from falling.

But there was no one there. No one he could see, anyway.

"What the—?"

Slapping his communicator, he shouted, "Cliff, hit the alarm! We have an intruder!"

"I'm on it," Cliff answered.

"Aaren?"

That was Sally's voice. She sounded dazed and a little weak. Aaren moved toward the sound until he could see her slender form. She was leaning against the handrail by Tank 15, holding a hand to her head.

"Sal!" he said. "Sally, what happened? Are you all right?"

"I…" She shook her head slowly, her fingers trailing through her brown hair and down her face as she dropped her hand to her side. "I don't know, Aaren. My…my hands were wet but… I—I can't remember how… I don't remember leaving the office…"

Their comm units crackled and Cliff's voice burst through.

"Right, lads, the cops are on their way. They'll want to talk with you as soon as they get here."

"Ta, Cliff," Aaren said, and turned his attention back to Sally. "Come on, Sal, let's get you inside. I'll fetch you a strong cuppa tea."

...Four Months Later...

"Mummy, I don't want that yellow dress. I want to go home!"

Jeanine Prestcote sneezed discretely into the crook of her elbow and pulled a handkerchief from her pocket. She was a slight blonde woman, petite and elegant, but her high heeled boots and brimmed hat made her look much taller than she was. At first glance, her face appeared quite striking, if perhaps a little too heavy on the make up. She had wide green eyes, a small nose, and a broad mouth. But looking closer, it became clear there was something different about her. Her skin seemed oddly stretched, taut, as if she'd had one too many face lift procedures done.

Her daughter was a different story. She looked to be about six years old, with brown hair tied neatly into two long pigtails. But, far from being stretched, her face seemed to droop, sagging from her large blue eyes down to a practically non-existent chin. Her mouth in particular seemed unnaturally broad, especially when she opened it wide in a loud whine.

"Mummy!"

"Jessalyn!" Jeanine scolded through her handkerchief as she wiped her nose. "Please, don't make a scene! Mummy doesn't have the energy for this right now."

"But Mummy," Jessalyn said, "I want to go home! I don't want to try on clothes anymore!"

"Don't you want to look pretty at Dava Walker's birthday party next week?"

"No!" Jessalyn stated. "I don't want to go to Dava's party! Everyone will laugh at me!"

Jeanine looked down at her scowling daughter and crouched to her eye level.

"Who's laughing at you, baby?" she asked.

"Everyone!" Jessalyn cried. "Alex Cabe watched an old vid disk with all these puppets and he said I look like one. Now everyone in my whole class is calling me Muppet, and I don't want to go to the party!"

"Baby, look at me," Jeanine said.

Jessalyn sniffed and wiped her eyes, but looked into her mother's face.

"You are a beautiful, adorable girl," Jeanine told her. "And nothing any of those kids say can change that. Understand?"

"I'm not beautiful," Jessalyn stated. "Not like you."

Jeanine sighed.

"Oh, honey," she said. "I used to look just like you when I was your age. Doctors had to work for years to fix my jaw and cheeks, and they'll help you too baby, even better than they helped me. But you have to know you're beautiful even without the surgeries. You have a beautiful smile and bright, beautiful eyes. And if you believe that about yourself, then it doesn't matter what anyone else says. OK?"

Jessalyn shrugged, and her mother gave her a hug.

"That's my girl," she said. "Now, how would you like to try on that pretty dress?"

"OK," Jessalyn said reluctantly. "But I still don't want to go to the party."

"Well, we'll see how you feel next week."

Jeanine sneezed again and rubbed her forehead.

"And how I feel. Ooh, I cannot afford to get sick right now."

"Mummy?" Jessalyn asked.

"Yeah, honey," Jeanine said as she counted the dresses she'd collected in her shopping cart and draped them over her arm.

"Mummy, that lady's staring at us."

Jeanine looked over her shoulder toward where her daughter was pointing. The Kingston TK Maxx was a big store, and there were a lot of shoppers milling around, but Jeanine's sharp eyes caught the gawker right away.

Realizing she'd been spotted, the brunette stranger averted her eyes and pretended to be fascinated by a nearby mannequin display.

Jeanine growled a little and grabbed her daughter's hand.

"Don't let her bother you, Jessalyn," she said. "Come on, let's go to the changing rooms. Once we're in these pretty clothes, they'll really have something to stare at."

Jessalyn gave a little smile and trailed her mother to the dressing room attendant.

"We have five dresses to try on," Jeanine told the bored-looking woman, who nodded and handed her a purple plastic card with a white 5 painted on it. Jeanine smiled and thanked her and led Jessalyn inside.

The brunette stranger watched them disappear around the corner, then grabbed a sweater off the nearest rack.

"One," she told the dressing room attendant, accepting her yellow card and striding calmly inside.

Barely five minutes later, she walked out, dressed in a completely different wardrobe. She slid the yellow card across the yawning attendant's desk and walked calmly toward the check-out.

It was only when the next customer came up for a card that the attendant noticed dark blood spots on the yellow plastic. And by then, the brunette stranger was long gone.

To Be Continued...

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