SETTING: After X-Men:United, a TV show was produced with the X-Men, set in a general after the first movie timeline, to explore "everyday life as a mutant — well, as every day as you can get being mutants." Joss Whedon and Matthew Vaughn were some of the contributors to writing and directing.

NOTE: So think of it as a TV show. It isn't written as a script, but there will be parts where I say what music is playing, where commercial breaks are, and who the writer/director is, or guest stars. So enjoy!

ALSO! I like interacting with fans, so first Fan Challenge: if you are the FIRST to pinpoint which main character was on a show developed from a movie, you get to pick/create a character to be introduced!

Season One, Episode One: Sanctuary

North Salem, Upstate New York

It was a bright, sunny day in Westchester County, and Logan was in a foul mood as he waited at the bus stop for the new arrival.

He tilted his head to the side, biting down on his cigar as he watched the children coming out of the bus. Parents hurried them aside to waiting cars, glaring at him. He belatedly pulled out his "Welcome Jubilation Lee" sign.

"Hi!"

Logan looked down. The Chinese-American girl stepping towards him was pretty with her red streaked hair pulled into two side ponytails and her jubilant smile. Her only luggage was the backpack slung over her shoulder.

"That it?" he asked, gesturing.

She nodded. "I didn't expect for you to be here," she blurted out. "Someone...like you, I mean."

The man also known as Wolverine raised an eyebrow, and she looked away. "Yeah, I didn't either," Logan grumbled. "Let's get in the car."

They drove in silence for a few minutes before the girl asked, "So are you a teacher?"

Logan's mouth twitched. "Something like that."

"What subject?"

Logan paused. "Gym."

"Sounds...fun," she said dubiously.

Logan grinned for the first time. "It is the way we do it at this school."

The Xavier Institute for Gifted Youngsters, North Salem, New York

"I said for you to follow your team leader!" hollered a tall blonde of athletic build. "Give him some backup."

"Carol, I think you'll find that for some some of our younger X-Men, backup is a . . . fluid concept," said an amused voice over the Danger Room intercom.

"Thanks Hank, I can see that now," said Carol Danvers wryly. The tall blonde supervising the activities of the Danger Room shook her head at the scene before her.

Hank McCoy, also know as Beast, grinned up in his perch in the control room overlooking the session. The tranining session consisted of a variation on capture the flag, with the flag on top of a simulated rocky mountain. On the Danger Room controls, Hank was monitoring an avalanche.

"I could use a little help here, guys," yelled a handsome brunette attempting to use a sheet of ice to scale the incline.

"It is not as if we do not try, Bobby," responded a muscular form covered entirely in metal as if it were a second skin.

"Can you try a little harder Colossus, because I'm not really feeling the love right now," Bobby 'Iceman' Drake said through gritted teeth.

Below him, Piotr 'Colossus' Rasputin turned his back to a falling boulder, letting it smash harmlessly into his natural armor.

"Kitty, help Rogue!" Bobby ordered, icing a quick path to the side, away from falling debris.

The short brunette behind him known as Kitty 'Shadowcat' Pryde nodded, and phased through a series of falling rocks. She then leaned down, holding her hand out to the girl with the white stripped hair.

"Give me your hand!"

Rogue shrank back instictively, and held back out of shame. Her powers were the most useless in this exercise.

"No, I'm fine, I...I can do it myself," she stuttered in her thick Southern drawl.

"Rogue!" Carol barked, scaling the side of the mountain the younger mutants were on with ease, smashing aside any flying rocks which came into her path as if they were pillows. "Teamwork means accepting help, not standing on pride!"

Kitty, who had been watching the exchange instead of paying attention, barely had time to scream as a boulder slammed her in the back.

"Kitty!" Bobby yelled.

Carol leapt at Rogue, knocking the girl onto her back, out of the path of another rock. Her hands landed on Rogue's face.

Both women gasped as the deadly pull of Rogue's mutation kicked in. Thick veins appeared on Carol's face as her abilities and life force drained into Rogue.

"Let go!" Rogue managed, reaching up to push away the older woman's hands. But Carol Danver's instincts were to hold an enemy down, and her extraordinary strength was keeping Rogue from unseating her. Carol's veins turned a deadly black, her skin becoming brittle and white.

"Rogue let go!" Kitty screamed, as around them the simulation shuddered to an end.

"I . . . I can't . . ." Rogue gasped.

A monolith of blue fur burst through the Danger Room side doors to rip Carol off of Rogue, a feat that was only managable through the mutant doctor's own immense strength.

"Carol?" Hank whispered, laying the woman gently down on the floor. "Bobby, Piotr, go and fetch a doctor, now," he barked.

"I . . . I'm sorry," Rogue whispered.

"Kitty, see Rogue to the medbay," Hank ordered, eyes never leaving his fallen friend.

"I'm...I'm sorry," Rogue choked out again, before setting off at a run.

Rue Bourbon, New Orleans, Louisiana

The red eyed mutant's chest rose and fell heavily as the other man's eyes stared back at him, wide in death. A bo staff fell from his heavy fingers, his long hair wild in the wind.

"Remy? Remy look at me. Remy, snap outta it. Remy!"

The blonde woman beside him smacked his face. He instinctively gripped her arm behind her back in a hold, releasing her as soon as he realized what he was doing.

"Damn Belle," he growled. "Don' do that!"

"Remy you have to run," the woman pleaded. "Once they find out you killed an Assassin and broke the truce, the only way to make it right will be to kill you! You have to run!"

Remy shook his head. "I . . . I can'. . ."

"You have to run! Go, now!"

In the distance, sirens blared.

"Now!"

Remy jerked up and nodded. Eyes still wild, grabbing his staff from the ground, he turned and fled into the night.

Xavier Institute, North Salem, New York

"I'm afraid there's been no change," Professor Charles Xavier said in his calm, even voice. "Carol Danvers remains as she was when Rogue first touched her."

"And how are we supposed to explain this to S.H.I.E.L.D.?" questioned Scott Summers, also known as Cyclops, as he paced the Professor's study. "She's a government agent. I don't think they'll take kindly to her being in a coma. When we explain she was a victim of—"

"What do you mean, 'victim'?" growled Logan. "Kid didn't mean to do it."

"Of course not, Logan," tempered Ororo 'Storm' Munroe. "What Scott is saying is—"

"I know what he's saying," Logan interrupted crossly.

"Then you'll know how much of a problem it is," Scott started again.

"Hey, I think I know more than you how—"

"Boys," Jean Grey said in her even, husky voice. "This isn't helping anyone. At the moment—"

Logan whipped his head around to sniff at the damp, rainy air coming in through the open window. "Someone's out there," he growled.

"Yes," the Professor said calmly. "He's managed to evade a number of our security measures. I believe he will be at the front door now."

The other X-Men exchanged worried glances, before following the charging Wolverine to the front hall.

By the time they were at the door, the desperate knocks were clearly audible. With a snarl, Logan wrenched it open.

The young mutant leaned heavily against the side of the door frame, his brown leather trenchcoat flapping in the wind, a bo staff topped with a crystal in his right hand. Behind him a number of the mansion's no longer hidden traps glowed with red-purple energy, seemingly exploded.

The teenager looked up at the collected X-Men, long, damp hair stained with rivulets of blood falling in his face.

"Is this," he gasped out, "the mutant sanctuary?"

TITLE SEQUENCE:

TITLE SONG: "Evolutionary" Composed By Emilie Autumn

Cast:

Wolverine: Hugh Jackman

Storm: Halle Berry

Professor Xavier: Patrick Stewart

Jean Grey: Famke Janssen

Cyclops: James Marsden

Beast: Kelsey Grammar

Rogue: Anna Paquin

Gambit: Taylor Kitsch

Iceman: Shawn Ashmore

Kitty Pryde: Ellen Page

Piotr Rasputin: Enver Gjokaj

Jubilee: Julia Ling

Guest Starring: Rebecca Romijin

Written and Directed by Joss Whedon

Professor's Study, Xavier Institute

"So how did you hear about the school, Remy?" the Professor asked the latest arrival. The other teachers ranged behind his desk, looking down at the handsome new mutant with varying degrees of pity, worry, suspicion, and hostility.

Remy glanced up from under his dark brows. "The word, she gets around. Even down by the Mississippi."

"Mr. LeBeau," the Professor said, with increased firmness in his crisply accented voice. Remy shifted uncomfortably in the chair in the Medbay. He had refused to let Dr. McCoy examine his wounds, saying they would heal, and had been sparing about exactly what his powers were. "Our school is always open to those mutants who need safe haven," Xavier continued. "However, we also need to make sure we protect those of our students already here."

"Gambit," Remy said, leaning back in the chair, and putting forth an air of bravado. Logan could practically smell a cockiness he assumed was probably second nature to Remy wrapping itself back around the Southern mutant. Remy smiled. "Generally go by Gambit."

"Of course," the Professor conceeded, smiling. After a moment, his smile dimmed. Gambit, on the other hand, grinned widely.

"Tryna get up here, oui?" He pointed to his head, brushing aside some of his long hair. "Don' know quite why, but no one's ever had much success peakin' round my head."

"Indeed." The Professor inclined his head. "I apologize. Your entry was rather . . . desperate, and I feel it would help you best if you shared why you are so eager to claim sanctuary here."

"Don' plan on stayin' for long, or causin' more trouble than I can help, sir," Gambit said, flashing a devil-may-care grin that darkened his handsome face.

"In that case I believe we can find a place for you," the Professor offered. "While I wish you would let Dr. McCoy examine you, I will not force this upon you."

Gambit leaned his head to the side with another mischevious grin. "Much obliged."

Second Floor Hallway, Xavier Institute

"Professor."

Charles Xavier sighed as Scott and Logan followed him out of the room. "Yes?"

"Professor that boy has trouble written all over him, and we still don't know about his powers or how he got past security," Scott complained.

"I have to say I actually have to agree with Four-Eyes here," Logan admitted. "That kid is runnin' from somethin', and he's as shifty as they come. We can't trust him."

The Professor sighed again.

Professor's Study, Xavier Institute

"Un ange."

Ororo raised a brow at the newcomer. "What is that?"

"Your hair," Gambit indicated with his eyes. "With your face? That can only mean chere is an angel, not a mutant."

"My, aren't you the charmer," Ororo said evenly, sitting down across from them. "Now if only you could convince the boys as easily."

Gambit raised a brow. "They don't like this one?"

"As you could clearly see," Ororo stated. "Now if you return their wallets to me, I will have no need to call them back in here."

Gambit raised his brow. "You callin' this one a thief?"

"Takes one to know one," Ororo said dispassionately. "And I have been there."

Gambit flourished his hands in a bow to her, revealing both wallets with a magician's pass. "I have been outdone, me."

"Thank you," Ororo said, smiling crookedly.

"So where did you learn the art?" he asked, for a moment breaking his older-than-his-years facade and actually looking like a teenaged boy in his curiosity.

"Egypt, and that's all I'll say for now," Ororo answered. "But Remy . . . if you're running from the law the Professor can help you. But only if you tell us."

Remy swallowed, and Ororo could see the fear that had propelled him to their door. "It's not the law."

COMMERCIAL BREAK

Third Floor Hallway, Xavier Institute

Walking to his second class of the day, Bobby hurried up behind Kitty to tap on her shoulder.

"Oh hi!" she said brightly as she turned towards him. "What's up?"

"I just wanted to see if you were all right. We've all been pretty shaken up by everything that's going on. You took a pretty big hit in the D room the other day," he explained.

"Oh, I . . . I'm fine," Kitty said, her face lighting up and, she was sure, coloring pink too. She pushed a bit of hair out of her face. "Are, are you okay, after everything that's been going on with . . . with Rogue?"

"Oh, yeah." Bobby looked down. "Yeah, we've been . . . it's been hard on her, and she likes a lot of time alone. But um, yeah, I'll—"

"Hey!"

They both turned as Rogue walked up to them.

"Hi Rogue," Kitty said. "Are you holding up okay?"

"Yeah, yeah, sure," Rogue said, biting her full bottom lip.

"Well, we don't want to be late, so . . ." Bobby indicated and they moved forward.

Walking into their class, their burly Canadian 'gym' teacher strode in hauling a new arrival by his neck.

"Say hi to the new kid Gumbo here," Logan growled. "I want you three to . . . help him adjust," he said significantly.

The 'kid' Logan refered to was fairly tall; at least, taller than Rogue and Bobby. He had the lean, muscular build that boys his age usually tried in vain to get through hours of working out. He wore a brown leather trenchcoat and his left hand held a card he was smoothly flipping between his fingers. His other arm was hiding behind his back. His face was, Rogue had to admit, undeniably handsome: high cheekbones, rough sideburns and a full, sensuous mouth that spread into a devious grin designed to make women weak. His hair was long and scruffy in an effortlessly attractive way, falling almost to his shoulders, and thick, arched brows gave his face a dark cast without obscuring his eyes.

His eyes. They were dark and shifty, glittering at her like gems, and Rogue frowned. She could have sworn she saw a flash of red in there. His smile spread wider, and he cocked his head to the side, staring at her. Rogue shivered.

"So Logan," she said, turning firmly away from the disconcerting new boy, "are we gonna be seein' ya around today?"

"Yeah kid," he said, giving a genuine smile. "I'll be teaching this week."

"Could everyone enter please?" said Scott from inside the room.

"Go on in," Logan said to Kitty, Bobby, and Rogue. "You too." He shoved Gambit along. "And hey: no funny business."

Gambit just gave his cat-that-swallowed-the-canary smile and inclined his head, before heading in. Logan cast a look over at Scott who nodded in solidarity. On the case of Remy LeBeau at least, they agreed.

"Class, we have a new member," Scott said. "Gambit, if you could stand up?"

Gambit obeyed, and there was a perceptible rustling among the female population at the handsome new addition. He knew it too, as could be gauged from the self-satisfied smirk on his face. He winked at one of the students, who blushed and grinned.

"Gambit is from New Orleans, and is staying with us for a while. I'd like you all to help him learn the rules around here," Scott said stonily. Gambit bowed, before sitting, draping himself over a chair and desk.

"So today we're continuing our study of heat and energy," Scott began. "It's one of the things that probably will also apply to . . ."

Rogue felt a prickling on the back of her neck, and turned. Gambit's eyes were fixed on her. Again he gave her that smile.

"What?" Rogue whispered. "Ain't your momma ever told you not to stare?"

Gambit's smile widened. "I apologize, chere. Are those the sweet magnolia tones of Mississippi I hear?"

Rogue couldn't help herself. She smiled back, just a bit. "And you sound like a bayou boy yourself."

"That I am," he said suavely. "Us Southerners gotta stick together up North, don' we chere?"

"Rogue," Bobby whispered, trying to get her to pay attention.

"Rogue?" Gambit raised his eyebrow. "That's one hell of a name, but I'm sure it fits the woman."

"Are you truly flirtin' with me right in front of my boyfriend?" Rogue questioned.

Gambit's eyes flickered to Bobby for a moment, but his smile resolutely remained. "Can you forgive a poor boy who jus' can' help himself, chere? You' like a warm breath o' home way up here."

"Now that, sir," Rogue said firmly, "is a line if I ever heard one."

"Y' wound me, chere," he said, pressing his hand over his heart. "Is that your mutant power, bein' so beautiful and so cold that a fella jus' about makes a fool of himself if he even comes near you?"

Rogue stiffened, the remark was so close to the painful truth. "Why don't you keep your eyes on the teacher and your lines for your notes from now on, Swamp Rat," she snarled, turning her back to and refusing to look at him.

Gambit began to respond when Scott raised his voice, "And I hope you are all paying attention to this part," he said significantly, looking plainly at Gambit, "because it will become important when you go to Dr. McCoy for your lab, and unless you follow it, you're likely to seriously hurt yourself . . ."

Rogue swallowed hard, her hands tightening. Gambit simply watched her, confused.

"Hey," he said when class was dismissed, following her out into the hall. "Chere, I'm sorry if I offended, I didn't mean to—"

"Just leave me alone, would you?" she said, trying to keep her voice steady as she walked away, clutching her books tightly to her chest as if for protection.

"I jus' don' know why you got so mad," Gambit tried again. "If there's anything I can do to make it up to you . . ."

"Just leavin' me alone would do nicely," Rogue snarled, turning away and hurrying off down the hall.

"Rogue," Gambit called after her, his voice lowering when she moved too far ahead for him to shout without drawing everyone's attention. He stared after her in perplexity, watching the striped haired girl hurry away.

COMMERCIAL BREAK

Teacher's Lounge, Xavier Institute

"The kid has got to go," Scott grumbled, making himself a pot of coffee and shaking his head. The other teachers sat or stood making themselves food in the small room that was their respite from the swarms of eager young mutants in their charge. Jean and Ororo sat next to each other at the table, while Logan rummaged through the fridge, and leafed through the latest Newsweek.

"Scott," Jean admonished. "It's not like you to just give up on a new student."

"He's not gonna stick around to be a student," Scott argued. "He's just using us for a place to stay while he hides from whatever's chasing him. Probably the law."

"That's not true," Ororo said, pushing aside her tuna sandwich and crossing her arms.

"Come on, Storm," Scott scoffed. "Everyone's seen the same thing; in every class he's rude, he's arrogant . . . he's constantly flirting with the girls, constantly getting the guys riled up, constantly mocking the teachers . . . It's like he thinks he's playing us."

"He wasn't that bad in my class," Ororo demurred. "He's just putting on a show to cover up the fact that underneath it all he's a scared kid who's running and terrified."

"He doesn't act like a scared kid," Logan put in. "He acts like a man who's done something wrong and knows he's gonna get what's coming to him."

"I can't believe you, either of you," Ororo said disgustedly. "You would think neither of you had ever dealt with a willful, stubborn boy who wants to cover up his problems to protect his pride. Which is ironic, since if you checked your mirrors this morning you could have each seen one right there."

With that Ororo stalked out of the lounge.

"Storm," Scott called after her.

"Scott." Jean put a hand on his shoulder. "It's—" Jean broke off with a gasp and grabbed her head as everything in the lounge shook.

"Jean?" A panicked Scott moved quickly to take her by the arms.

"It's okay, it's okay." She waved dismissively as the rocking subsided. "I'm fine."

"I know I've examined you before," Hank put in, "but if you would consider having a day of rest? I would—"

"No, no, I'm fine," Jean interrupted.

"Jean." Scott lowered his voice. "We found you suspended over Alkalai Lake, malnourished, after two weeks of thinking you were dead. That doesn't just leave a person fine. If not Hank then the Professor—"

"No!"

Scott pulled back slightly at Jean's vehemence. "No," she said again, voice shaking. "I need to go and grade some papers. I'll see you after lunch."

"Jean—" Scott tried to pull her back, but with a telekinetic push she made him let go and hurried off.

Logan folded his arms, frowning.

Classroom Room 237, Xavier Institute

"Welcome," said the Professor with a warm smile as the students settled into the circle of chairs. This class was more alert than the others, filled with students who looked interested and awake. The Professor watched Rogue enter, near Bobby, keeping her distance from him. He noted the looks cast between Bobby and Kitty. He watched Gambit settle himself, leaning back with his boots dug into the ground. He registered the new addition, Jubilation Lee, as she seated herself nervously at the edge of the classroom.

"For those of you who are new to the school, I hope you've enjoyed your first day of classes. This class is rather different: much as we are. It is a class to examine questions pertaining to us as people, and as mutants."

Xavier looked around the class, sharp eyes taking in everyone's expression. "Today, the question I pose is that of self-preservation. As members of the human species, throughout history we have faced questions of how far it is ethical to go in the protection of ourselves. As mutants, this becomes an even greater concern. Faced with prejudice and with threats of violence, how may we react to those who would harm us, knowing that we may posess far more power to do harm than others?"

One girl raised her hand. "Yes, Becky," the Professor acknowledged.

"Well, doesn't the law say we have a right to self-defense?" she asked.

"Yes, indeed it does," the Professor answered. "But the laws were made before the revelation of the existance of mutants. And as such, many would say such laws do not apply to mutant powers."

"That's unfair though," Kitty spoke up. "Since any power, whether a mutant power, or a gun, can be used for harm. It doesn't change the self-defense argument."

"Actually it does," said a boy on the far right of the class. "You're only allowed to use force deemed necessary to defend yourself. So, if someone slaps you, and you pull out a gun and shoot them, then you can't say it was self-defense."

"And you can imagine how the anti-mutant crowd would say any use of mutant powers to defend ourselves is more than necessary force," Kitty said with some bitterness, to a chorus of agreement.

"Now," the Professor said firmly, "that may be so indeed. But I ask you to focus on your own ethical opinions, rather than the judgement of others."

"I think," said Bobby, and the class turned to listen to him, "that we have a right to defend ourselves and others, and a duty to make sure we know the uses of our powers. If someone has a gun, they should be trained how to use it, so they don't hurt someone accidentally. If you don't acknowledge your power, it can still be turned to harm if it commands you."

The class was filled with a chorus of muttered agreement.

"I— I think," Rogue began, then stopped, drawing a deep breath as the class focus switched to her, "that . . . that it depends on the power. Sometimes a weapon is too dangerous to ever be used. Think about nuclear warfare. That's somethin' that just hurts everyone. No good to usin' it at all, to my way of thinkin'. Sometimes we're too dangerous even to defend ourselves."

The class errupted into a storm of disagreement, with the other children protesting Rogue's answer from a dozen different sides.

"That thought just makes us into weapons, like we're not people—"

"Comparing us to a holocaust waiting to happen is just—"

"It's not for you to decide for everyone—"

"Well I think those jus' plain disagreein' with her are bein' naive," drawled the new addition in a thick, Cajun accent. All eyes turned to Gambit. "Even if you don't agree with Rogue, until you've really seen how much damage can be done wi' you' powers, you don't know what it feels like to be seen as a weapon, as somethin' your own family is terrified of— and has a right to be."

"It's patronizing to suggest we don't know what it's like to be looked at with fear," said the girl who had first spoken. "We've all felt that at one time or another."

"But what about bein' terrified of you'self?" Gambit said, his Louisiana drawl a deep, serious rumble. "What about knowin' you have blood on your hands, blood that don' come off, blood that got there because you were a mutant and the other guy wasn't, and you can't say the fight was fair, or that you deserve to live, so you're gonna have that hauntin' you wherever you go? You felt that?"

The girl scowled, but didn't respond.

The Professor looked around at his silent class. "Well, I think we've all raised some interesting points. Now for the two cents of an old man who hopes you will grow up with far more wisdom than he had at the time. When I . . ."

Gambit didn't hear the rest of the Professor's story, didn't laugh with the rest of the class. His eyes rested on Rogue. She swallowed, her cheeks coloring, then gave him a small nod before turning away.

The skin on the back of his neck prickled. Gambit turned towards the sensation, an awareness bred into him for a long time now. The new girl, the one with the red streaks in her hair, was looking at him too.

COMMERCIAL BREAK

Second Floor Hallway, Xavier Institute

Gambit waited until the class had passed en masse to look back and follow the swish of red-streaked hair down the side hallway. As he had sensed, the ponytailed girl was sneaking off into the parts of the school which, as new students, he could tell were forbidden to them.

He followed her, moving with the silence he had been trained to. The girl moved with purpose, clearly knowing where she planned to go. Gambit followed her just far enough behind that he wasn't detected.

She made her way to the lower levels of the school. When she came to a locked door, she opened her backpack. As she reached inside, Gambit peaked out from behind the door that shielded him. The girl looked up and he had just enough time to pull back before she spotted him.

He made his breathing as quiet as possible. The girl resumed her rummaging in her backpack, and he heard a hiss. Somehow she had opened the door.

Stalking, staying low, he managed to slide effortlessly to the edge of the doorway and inside before it closed. Kneeling behind a counter, he peered over, watching the young girl insert a CD into the large computer in front of her as she typed.

His keen eyes observed a flurry of names and pictures on the screen before he was distracted by a flash of blue. Before his eyes the young girl melted away, revealing a blue skinned, red haired mutant who wore a self-satisfied smile.

Rising, he clapped his hands slowly. The mutant whirled. "Classic," Gambit congratulated. "And quite a wonderful job, in this one's professional opinion. Don' know how you got past all the telepaths here, but you did quite a fine job."

Mystique sneered. "And your opinion should mean something to me?" Her voice was almost robotic, carrying dozens of layers.

"Well I am a thief, like you," Gambit said amiably.

Mystique smiled, a nasty grin, standing up. "I think you're out of your league, boy."

Gambit spread his stance, his hand going under his jacket, pulling out his bo staff. "And I think you ain't leavin' with what you jus' stole."

Mystique palmed the CD as it slid out of the computer. Her yellow eyes narrowed.

Danger Room, Xavier Institute

"No, no, no!" Logan was yelling at his trainees. "I said lean right, lean right! You—"

His sensitive nose twitched, a familiar, hated scent reaching his nostrils. Turning around, he slammed down on the emergency button on the side of the exit door. Quickly, he turned off the simulation.

"What is it?" Bobby asked, looking over. "Logan?"

Logan didn't answer, walking out the door.

Professor, he thought hard, hoping the old man could read him. It's Mystique. She's in the school.

Upper Level, North Wing, Xavier Institute

Gambit swung his bo staff around at Mystique's knees, and she leapt, moving effortlessly into a kick. Slaming his staff down he backflipped. He landed in a crouch, a manic grin on his face.

"I'm not playing, boy," growled Mystique, aiming a punch at his devious face.

"All work and no play makes fo' one grouchy blue femme," Gambit answered, snapping his staff around in a complex twirl to hit back at her. "An' I don't need to stop you, jus' slow you down. I can tell in your eyes you don' want that, oui?"

Mystique hissed in fury, backing up towards a window that looked out over the grounds. "Well then, try and follow this."

Flipping with reptilian grace, she smashed through the window. Grinning, Gambit leapt after her, flipping in the air and using the momentum to rocket off the ground a second after he landed, breaking his fall. He tumbled easily into a crouch, before grinning over his shoulder at Mystique.

The red-streaked girl stared back at him, cut up and crying. "Oh God," she wailed. "Help me!"

"None o' that," Gambit snarled, whipping around to point his gleaming bo staff at her.

"What the hell are you doing?" he heard behind him. He glanced behind to see Bobby running towards him, furious.

"Don' believe your eyes," Gambit yelled after him. "She's not who she says she is."

"He attacked me," cried 'Jubilation'. "He just . . . just came at me . . ."

Gambit whipped his bo staff at her, cracking her across the face. "Show yourself for who you really are, mam'selle," he demanded. "Or I'm gon' have to rip that false face right off, see?"

"Stop it!"

Gambit felt ice work its way up his staff, freezing over the crystal. He turned to face the angry boy with the ice blue eyes. "You back off now, 'fore you get yourself hurt, oui?" Gambit warned.

"No way am I letting you hurt that girl," Bobby asserted, sending a sheet of ice soaring at Gambit's feet. Gambit flipped up and brought his staff down. Gleaming red-purple energy shattered the ice on his staff and the ground, throwing Bobby backwards.

Other students had gathered by now. Some, Remy could see, were charging up their own powers, ready to attack him. He had to move fast.

Reaching into his side pocket, he pulled out an ace of spades. "Last chance," he said to 'Jubiliation.' She merely cringed, playing for the crowd.

With a swift motion he charged the card, sending it flying into the girl. It hit, thrusting her backwards, slamming her back onto the grass. Gasping, Mystique reverted instinctively to her true form, before flipping herself back to her feet.

The crowd pulled back, and she visibly realized her mistake. Yellow eyes scanning the crowd, she saw the familiar shape of a charging Wolverine.

Hissing, she took off at a run for the trees, pushing aside the surrounding mutant children.

Gambit considered going after her, but caught sight of Bobby trying to rise. Walking over he offered his hand. "Sorry bout that mon ami," he apologized. "Had no time to explain."

Bobby looked up into his eyes and pulled back. Gambit knew that look: the look of one who has seen a devil. Le Diable Blanc. From it he could tell that he'd lost control, and his eyes were now glowing a demonic red and black.

"Oh my God, Bobby!"

Gambit's eyes widened even more as Rogue ran to her boyfriend. "What the hell!?" she exclaimed.

Gambit closed his eyes tightly, looking away.

"It's okay Rogue," Bobby said through gritted teeth. "It . . . it was Mystique. I thought . . . I thought she was a student."

Rogue tried to meet Gambit's eyes now, but the boy was backing away. The surrounding students were doing the same, pulling back at the sight of his eyes, at his now known ability for violence. "I'm . . . I'm sorry," he muttered, before whirling and sprinting off.

Rogue stared after him.

COMMERCIAL BREAK

War Room, Xavier Institute

"She ran off," Logan growled. "She musta ducked into some water or somethin', to mask her scent."

"If you could smell her now, why couldn't you when you first picked her up, when she was pretending to be Jubilation?" Scott demanded.

"She found some way to mask her scent until she turned. I don't know, Four-Eyes, why couldn't your magical sight catch her?" Logan snarled back.

"Logan, Scott," the Professor cut in, "this is a foolish argument. Even I could not sense her in the mansion. Clearly she's found a way to mask herself from senses telepathic and otherwise, for this mission at least."

"Do we know what that mission was?" Ororo questioned. "We do think Magneto put her up to this, yes?"

"Yes, it's almost certain she had Eric's help to break into our files," Xavier conceeded. "She took our our registry, data on every student we have within our walls. I don't feel I need to impart upon you how serious this is."

"We have to go after her. Assemble the team," Scott said quickly.

"That could be exactly what they want," Jean reminded. "To split us up, so they can take the school more easily."

"In that case we'll need to call in some outside help to defend the students, should the need arise," Xavier determined. "Scott, Logan, you'll be the two to head this assignment. I'll have some assistance ready. I believe I need to make a call to Munich. In the meantime, Storm, Jean, the real Jubilation Lee is safely at home with her parents, who had heard her arrival would be this week. If you could ensure that she safely makes it to the school on time, I would be most grateful."

"Sir, what about Remy — Gambit?" Ororo asked. "I saw the way he looked last night. He's planning to run."

"Yes, I believe so," the Professor responded, with a smile. "But I have hope that something will convince him to stay."

Mercy Streets (Cover) by Fever Ray plays over the Following Scenes

MedBay, Xavier Institute

Bobby winced, frowned, and then grinned as Kitty phased through the walls. "You know you're supposed to be up at dinner," he reminded, shifting on his hospital bed.

"Yeah, I know," she said. "But I figured you could do with the company."

"Yeah, I'm feeling like an idiot myself," Bobby admitted.

"Don't," Kitty objected. "You thought you were defending a new student. That's just you."

"Yeah, me, not knowing when a new student is actually one of our arch-nemesises," Bobby rolled his eyes. His eyebrows furrowed. "Nemesisees? Nemesi . . .?"

"No," Kitty corrected, sitting down beside him and taking his hand. "You, wanting to protect us, welcoming everyone in and making sure they find a safe place at the mansion."

He looked down at their entwined hands. "Rogue's, um, she's upstairs. I guess she still feels bad about . . . about what happened earlier."

"Oh yeah, I'll, I'll go check on her for you," Kitty said, flushing red and getting up.

Bobby watched her go. "I don't trust him," he said suddenly. Kitty paused.

"Gambit?"

Bobby nodded. "I know it's probably unfair, and me being angry but . . . I don't."

Kitty smiled at him. "If you don't think he's trustworthy, then I don't either."

Grounds, Xavier Institute

Gambit had no trouble sneaking out of his room and dropping down off the balcony edge. Moving through the shadows towards the forest he heard the crunch behind him before she spoke.

"Hey."

He turned, hair falling in his face, obscuring his expression. "Sorry I didn't stay to say good-bye, chere," he crooned. "It would have—"

"Just save it, okay?" Rogue cut off, crossing her arms. "You're running."

"This ain't quite the place for me," Gambit, shocked by her bluntness into honesty.

"Yes it is," Rogue said firmly.

"You don' know me, chere," Gambit said, his Cajun drawl dark and low.

"No, but I know what you're doin'," she shot back. "And I know why. Mystique tried to run me off too once, after I hurt someone here. Not meanin' to, but I did. She said everyone here would hate me, cast me out. But they didn't. Not here."

"I'm a monster to these here people," Gambit said huskily. "My eyes, the way I attacked your boyfriend—"

"Oh please, you have beautiful eyes, hidin' behind that is just weak sauce," Rogue snapped. "And my boyfriend ain't hurt but for his pride. You let me worry about him."

"If I stay, people could get hurt," Gambit said, but with less conviction now. "You said yourself, sometimes you're too dangerous for anyone's good."

Rogue swallowed. "A teacher here touched my skin and now she's in a coma," she forced herself to say, working to keep her voice steady. "It happens when I touch anyone. A hug, a handshake, a kiss . . . any of those could be deadly. By just my bein' here, I could hurt anyone. But I'm not runnin' anymore, because you can't run forever, and this place? It is filled with people just like us, who know they're safe here. So don't fool yourself into thinkin' you're so special, sugar. You're in the same boat with the rest of us, Gambit."

They stood in silence for a moment, the wind blowing Gambit's long hair across his face, those glowing red and black eyes fixed on hers. Sighing, Rogue turned to go.

"Remy."

"What?"

He walked up beside her, back towards the school. "My name is Remy LeBeau. You can call me, Remy."

Rogue smiled at him. "Well then I will."

ENDING CREDITS

PROMO FOR NEXT WEEK: A fanatical anti-mutant sect has it out for the X-Men, and Jean's advanced powers begin to reveal themselves. The rivalry between Remy and Bobby heats up. Rogue's worst fears may be realized. Jubilee tries to find her place.