Author Notes: I have not abandoned this story. I have just been a bit depressed. Job sucks. No money. Family problems. Yeah, I'm not a happy camper.

Anyway . . . Editing this chapter, I realized something. I don't like Evan/Spyke. The way I portray him and what I make happen to him shows that. I can't put my finger on why though. I have to think about that. I think it could be considered bashing. I wasn't trying to do that on purpose. Also, I am sorry to Wolverine fans for taking him out of the fight last chapter. Please review or message me and tell me what you guys think. Please. I'm getting worried because I'm not getting more reviews. Also I'm selfish and want to hear how awesome you think I am.

WARNING: THIS CHAPTER HAS A KIND OF SEXUALLY AWKWARD SCENE.

Reviews:

Kumagawa 'Godlike' Misogi: First review for the chapter. Ben will appear . . . eventually. Either in chapter 13 . . . . or when it happens. Actually now that I think about it, I think I have it planned out that we meet Ben for a little bit in the first part of the next chapter. If you read between the lines, you can guess where Ben is.

10speed12: I did plan on having Logan freaking out, but not because of that. I have to take this into consideration now, I did not realize they had history (I probably should have done some more research). I'm basing my knowledge for this story on X-men: Evolution and Ben Ten(all franchise).

Galeiam: Sorry? (Shrugs shoulders). I don't know what mary-ish means, but from your review I feel that isn't a good thing in your opinion. Ben will be showing up soon.

chris kidder chapter 11 . Mar 20: I will sorry for the delay.

eggers: I have plans to use all Ben's aliens.

more chapter 11 . Apr 7: Here is more.

new chapter plea chapter 1 . May 11: I'm sorry. I have been feeling down. So I'm a bit sad.

dragon god 758: Thanks. That was what I was trying with the Dittos. That is how they come off to me. I'm not going to say if Ben is dark or not.

Poll Update (7/21/15)

30 people voted. Thank you all.

Poison Ivy (12 votes).

Michael Morningstar (11 votes).

Hot-Streak (9 votes).

Breach, Clayface, and Boom Boom (8 votes).

Circe and Jinx (7 votes).

Clancy, and Inque, and Jack Spicer(6 votes).

Dee Dee and Puff (5 votes).

Shiv and Aquamaria(4 votes).

Brickhouse, Sauron, Angel Salvadore, and Rubber-Band Man (2 votes).

Le Mime (0 votes).

Speaking: "She ain't my species and even I know she's a hottie."

Thoughts: "What is it about stealing from our own people that's so damn satisfying."

Physic Speaking: "Let me tell you something chief. The jungle is a cool mistress. One day you're on the top of banana pile - next day you're a pile of peels rotting on the Sun. She will chew you up and spit you up. Never forget that! NEVER FORGET! "

Other voice in head: "Did you say "let them surround you" or "don't let them surround you?"

Omni Evolution Chapter 12: Things Get Serious

Opening her tear filled eyes, the world came back to Rogue. She expected to still be strapped to the table, experiencing the worst thing she had ever felt in her life. It took her a few moments to realize that what she just experienced wasn't real.

"But it felt so real," she thought as she still felt phantom sensations of the scalpel cutting into her flesh.

Looking forward, she saw that the creature was on his knees with slumped shoulders. He had fallen sometime during Rogue's mind trip.

Remembering that she just touched the creature, Rogue came to the realization that what she just experience was in fact one of the creature's memories. "That means that . . . that . . . that really happen to him." She felt like throwing up, but couldn't.

Turning her attention to the creature's face, they locked eyes and Rogue saw that she wasn't the only one crying.

"OH GOD, I made him relive that." Rogue didn't know why she was feeling so concerned about the creature. She thought she should still be angry at him for what he has done. It might be because she just witnessed some of the horror of his life or the fact that some of the things Madame Hydra said to him applied to herself, making them more alike. She didn't know.

But what Rogue did know was that she could see that the creature was experiencing a twister of emotions that left him paralyzed. Several emotions played across his eyes as tears ran down his cheeks. He was breathing hard and shacking. It looked like he was having some sort of mental breakdown.

Reaching a hand towards the creature, Rogue couldn't fight the feeling to want to help him. She didn't realize that she was using her un-gloved hand. "I'm sor. . . ." She didn't get to finish her sentence.

The moment Rogue made a sound, the creature's gaze hardened. He saw her reaching out with the hand that had hurt him and took her move as a threat. Gathering all his feelings, he turned his conflicted state of mind outward and aimed it at what he felt was the cause. He swung his arm as hard as he could and hit Rogue in the side, sending her flying. He then fell to his hands and knees, panting hard. He didn't know why, but he suddenly felt incredibly weak and tired.

Hitting the wall, Rogue crashed through. The landing and the creature's hit weren't as painful as Rogue was expecting. Getting up and out of the hole her landing created, Rogue looked down at herself. When her hand entered her gaze, she saw that it was crystalline. It had lost most of it's roundness, gained a squareness, and the flesh (it was more like stone) had turned a teal color. Hidden by her uniform and almost unnoticeable, the rest of her body had followed a similar pattern. All of her curves had gained sharp edges and angles. Her hair had also changed, but had retained it's mobility.

She hadn't noticed it as her body had begun to change because of the creature's memory and the chaotic state of mind it had caused. The change had begun moments before the creature had hit her, that is why the blow and the landing hadn't hurt her.

Thinking about how much she now resembled the creature, only more human looking, drew her attention back to him. "He may need ma help, but he is still an enemy. . . . Maybe I can help him later." She didn't consider how this contradicted what she felt awhile ago. She would be surprised and freaked out about how inline this was to what Jean was feeling. She then started walking towards the creature.

Still on his hands and knees, the creature heard Rogue's approach and turned in that direction. To say he was surprised was an understatement. His astonishment gave him enough strength to sit up, but he had moved so quickly that he fell from his knees to his ass. "She looks like me," he whispered with a tone of fear and desperation.

In a louder tone, he asked "What are you?"

Both crystalline beings knew that he was really asking if she was the same as him.

Hesitating for a moment, Rogue sympathized with the creature. She knew what it was like to feel alone and different from everyone else because of your powers. She finally said "I can absorb the powers of others." She raised her right hand and shifted it into a large blade. It then changed so that it looked like she was going to shoot spikes before returning to a hand. Seeing the look of dashed hope that came to his face, she almost wanted to say that she was sorry.

At first the creature was upset that she wasn't like him, but then something worrying occurred to him. "Wait . . . If she absorbed my powers, does that mean that I . . ." He raised his hand, took aim at Rogue, and tried to shoot. But nothing happened to his shock. "You took my POWERS!"

"Yeah," Rogue simply said. She didn't say more because she didn't know if she took his power to shape-shift or just this form's powers.

Figuring that the creature was subdued, Rogue turned her attention to the crystal covered Kitty. She raised her hand in Kitty's direction and thought about the crystals receding. She didn't know if she could control the creature's crystals, but she had to try.

A smile came to her face as the crystals on Kitty's head started to retreat. "Gwen take care of Kitty."

Shouting that she would, Gwen ran over to the girl. She watched as Kitty's head was uncovered and her head lolled to the side, making Gwen momentarily think the worst. Checking her, Gwen realized that she was just unconscious. "Most likely fainted because of her panic and fear." Gwen caught Kitty as she fell limp once the crystal wasn't supporting her anymore.

Seeing Kitty fall into Gwen's arms, Rogue couldn't help the worry that crept into her voice. "How is she?"

"Fine, just out cold," Gwen said as she gently lay Kitty down on the ground.

"That's good," though Rogue before turning back towards the creature. "Now what to do with ya?"

While Rogue's attention was towards her friends, the creature had been thinking about the situation and came to a couple of conclusions

"So you absorbed my crystal powers," the creature said. "Does that mean you have everything about him?"

Thinking that he was asking if she had all of his crystal powers, Rogue said "Yeah" as she nodded her head. She didn't know why she was being so casual with the creature. "Probably because he is . . ."

The smirk that came to his face cut off her thought. It looked like he was sure he would win and that confused Rogue. "I have his powers, what could he do?" If she knew what was about to happen, she would have acted sooner and done something.

Struggling until he was on one knee, the creature said "Then I think it's time for a change."

In a green flash, the creature had changed form. In the crystal form's place was a creature that brought the word werewolf to mind. His head was only partially covered so his face was clearly in view. It looked pretty much like a typical wolf. His eyes glowed green. His head, that had a large flowing mane, and lower jaw were a dark blueish gray color. The top jaw was a light gray with a hint of blue. There was a line down the top of his snout that continued on to the bottom. He had large teeth that stuck out of his mouth when it was closed. His arms were large and strong looking. Each hand had four claws. The fingers were were dark blueish gray with the actual sharp claw part being black. His legs were digitigraded and skinny when compared to his arms. His feet were similar to his hands only they had two claws in the front and one in the back. His arms and legs were a light gray with a hint of blue. He had a long bushy tail that was dark blueish gray.

Rogue was shocked by the creature still having enough energy to change.

With his new form, the creature didn't feel as drained as before. His renewed energy was from a combination of adrenaline and the form change. He used Rogue's surprise to his advantage. From his position, he leaned back onto his hands. He then used his hands to lift himself from the ground and launched himself feet first forward. The attack landed in the middle of Rogue's chest and propelling her back several feet. Landing on her back, she didn't really feel any pain from it because of her hardened form.

Leaning up from the floor, Rogue retaliated by shooting some crystal spikes at the creature. He dodged around the projectiles and continued towards Rogue. Jumping forward, he landed on top of her and knocked the teen to the ground. His hands grabbed her wrists and his feet took hold of her ankles. He was careful not to make contact with her skin. Knowing that she absorbed powers, but not knowing if she could absorb more then one set at a time, he didn't want to accidentally give her more.

The two struggled for few moments, showing that they both possessed incredible strength. But the creature had an advantage in his position over Rogue so he eventually pinned her.

Lean forward until his muzzle was next to Rogue's ear, the creature growled "Do you know why I chose this form?" His voice had a gruff tone to it, making it rough and animalistic. She could feel his hot breath on her skin and it reminded her of a dog. He wasn't really looking for an answer from her and continued speaking. "Because if you absorbed all of that form's powers," he squeezed her wrists, "I'm guessing you also gained its weaknesses."

Before Rogue could act, the creature leaned back and opened his snout, showing that his tongue was green. The top and bottom of his snout then split in half. Rogue could only stare at the bizarre sight of the wolf's muzzle splitting apart until it was shaped like an "X".

That is when he howled.

A small glowing green ring formed before his quadra-hinged muzzle. As it traveled forward it grew in size. This happened withing seconds.

The attack hit Rogue and she started screaming. It felt like her flesh was being torn apart and her ears felt like they should be bleeding. Cracks started to form around her body from the ultrasonic howl. The torture was painful enough that Rogue just wished that she would pass out and escape the pain.

After a few seconds, the creature let up on the attack. Only when Rogue didn't move did the creature slowly release her wrists. She didn't try to fight him off because she felt like if she moved, the cracks in her body would grow until she fell apart. Her pain-filled eyes look up at the creature for a moment before they slowly closed, attempting to block out the pain. The creature then completely released his hold on Rogue's ankles and started to get up.

The moment the creature was standing and didn't have a grip on the teen, a red blast hit him in the back. The blast carried the werewolf across the room. Colliding with the wall, the creature emitted a distinctively canine yelp. His body crashed through the wall and the blast finally stopped. The creature's momentum carried him forward until he hit a couch. Bouncing off of that, the wolf landed in front of an expensive looking entertainment system. Ending up on his back, the creature's head hit against the stand to a large big screen TV. The stand moved a few inches back. This was enough to throw the TV off balance.

"Ow," the creature groaned with a whine to his voice as he rubbed the forming bump on his head. His eyes were closed so he never saw the large TV tip forward and fall. With a crash, the creature met the big screen face first. The blow was enough to knock him temporally out of commission.

While the creature was occupied, the others went to check on Rogue.

Scott was the first one to her side. Lowering himself to his knees, he gently helped her to sit up. He couldn't help starring at her. "She looks . . . . beautiful." The crystals brought out all of Rogue's best features. It was like she was a statue carved out of diamond. After a moment, Scott found his voice and asked "How are you feeling?" There was a softness to his voice that made Rogue blush.

Running a hand through her hair in embarrassment, Rogue said "I'm fine." She had noticed him looking at her, but she didn't know how to take it. "Is he surprised by the way I look now, concerned about me or . . . could he like what he sees?" Trying to hide her blush, Rogue turned away from him. But because of her bluish crystal skin, her small blush stood out.

If Scott noticed, he didn't say anything as he helped Rogue to her feet. "Do you feel up to fighting?"

"I'm ready to take a piece of that mangy mutt's hide." As she spoke, her hands shifted into large curved blades. She was a bit upset that the creature had gotten the best of her.

While Scott was helping Rogue, the others went to the aid their fallen teammates.

=============================With Gwen and Evan=============================

Evan and Gwen were sent to take care of Kurt and Kitty. When they got to Kurt, Gwen created a mana panel and Evan placed his friend on it. The blue furred teen was still knocked out and breathing evenly. They then went to get Kitty. The girl was also still out, but was sweating a little and releasing small groaning sounds. She was also moving a little bit like she was struggling against something. It was clear that she wasn't going to be fighting anytime soon.

Sensing Kitty's mind was still in a daze of fear and panic, Gwen figured she was in some sort of nightmare. The red-head place a hand against Kitty's forehead. Gwen closed her eyes for a moment as her hand glowed faintly. She was projecting a calming feeling into Kitty's troubled mind. She was basically using her mana to tell Kitty that everything was okay and that she was safe. Only when she felt that Kitty's fears were gone did Gwen remove her hand and the girl was placed next to Kurt. The floating mana platform was big enough for the two teens to be laid down without being squished together.

Once both downed teens were settled, Gwen and Evan headed back to the others with the mana panel floating in front of them.

=============================With Ororo and Jean=============================

Jean and Ororo went to check on Logan. Everyone had wanted to help him right after he received the nasty strike and crashed through the wall, but couldn't in the middle of battle. They went to the room that he landed in and ran over to where he lay, covered by some of the wall debris.

Using her telekinesis, Jean moved the debris off of Logan. When it was clear, Ororo rushed over and checked on him. She saw his chest moving up and down so she knew he was breathing. The wound from the creature's spike looked mostly healed. There was just a very small hole in the flesh surrounded by a bruise. Raising a hand, she checked his pulse. The moment her fingers touched his flesh, Logan's eyes shot open and he sat up. His sudden movement startled Ororo a little, but she wasn't surprised that he was already up. She had seen him walk away from worst. If anything she was a little surprised he was still down.

Groaning, Logan stood up and observed his wound. After establishing that he would be fine, he thought "That freaking god damned shape-shifter." The look on his face showed that he was pissed and was going to shred something to pieces. "No one takes me out of the fight and that MUTATION SHIFTER DID IT TWICE."

With a growl to his voice, he asked "Is everyone alright?"

"Yes." Ororo then added in a whisper to herself. ". . . for the most part." Seeing Logan's look, Ororo knew he heard her and tried calming him. "Everyone is breathing . . . I don't have time to give you details . . . We don't know how long the creature will be down and we have to get back to the others and figure out what to do next."

Her words didn't pacific him. Only the sight of the students would. He turned and walked out of the room with Jean and Ororo following behind the angry man.

==============================With The Others==============================

Jean, Logan, and Ororo met up with Rogue and Scott near the bottom of the stairs.

Logan's only reaction to Rogue's new look was a raise of an eyebrow. This did increase his need to know what happened. "Get me up-to-date on what happened NOW." The demand wasn't directed at anyone, but the others knew that someone had to answer him.

Looking at the others, Ororo figured that the responsibility fell on her shoulders. So stepping forward, she started telling Logan what happened.

What Logan was hearing made him groan. He had to fight the urge to run his hand down his face in frustration. Fighting this thing was like dealing with a puzzle inside of an riddle wrapped around a question. Every time they started figuring out a form's power, the creature simply changes and they have to start all over again. It's not that the creature was unstoppable, but it continued to throw new surprises at the team.

Ororo hadn't gotten to the part about Kitty getting trapped in crystal yet when Gwen and Evan arrived with the unconscious teens in front of them.

Upon seeing the two unconscious teens, Logan snarled and headed in their direction with the intention of checking them out. He wouldn't admit it, because he liked to appear tough and not show weakness, but he cared about everyone at the mansion. They were his family. He only got so far as to standing next to the mana platform before Gwen explained that the two were fine and would most likely awaken in about an hour.

Walking up to stand next to Logan, Ororo then picked up were she left off in the events. As she spoke, Logan stared at the two teens. It didn't look it, but he was intensely listening to her. His fury rose as the events unfolded. His anger wasn't just directed at the creature. It was also at himself for being taken out so early and not being there for the team when they needed him. In his mind, it was his fault that Kitty and Kurt got hurt.

Turning to face the group, Logan said "Gwen. Go place Kitty and Kurt outside. . . . . " He then had to face a hard decision.

Have Gwen watch over the two teens or leave the unconscious teammates alone.

On the emotional side, Logan didn't want to leave them alone. He was worried that something might happen to the teens while they couldn't defend themselves. Leaving Gwen with them would dissolve that worry because she could handle anything that came their way. On logical side, he wanted Gwen with the team. He knew that the creature was tough enough that the team could use the additional power.

It boiled down to deciding between the safety of the whole team or the safety of the two teens.

Sighing, Logan knew what had to been done. "The safety of the team comes first."

"Gwen," he said before she could leave. "Come right back once you place them somewhere safe."

A hesitant look came to Gwen's face before she left with the unconscious teens. Everyone's eyes followed them until they were no longer in view. It was only a few moments before Gwen returned, making it seem like she wasn't careful where she put them. But, even in the short time they knew her, the others knew she would have put them in the safest place she could.

When Gwen was standing with the group again, Logan said to everyone "Now we are going to finally deal with this creature." Everyone looked a little surprised by his words. "Based on what I was told, if we rush this werewolf form, we should be able to take it out before it changes again."

The students looked a little apprehensive at Logan's simple plan.

"Think about this . . . . Scott shot the beast with a single blast and it still hasn't gotten up yet." There was a frustrated growl to Logan's voice. "We might not even have to fight the creature now. It could be out cold. If not, then at the very lease it will be seriously weakened now." He highly doubted it would go down so easily, but he was hoping this would encourage the students.

It seemed to work because their looks hardened.

With the team's moral boosted, they headed towards where the creature landed. Entering the entertainment room, they saw that the creature was unmoving under the large TV.

The first one to speak was Evan. "Man, I hope my game systems are okay." His voice had a sad whiny tone to it.

Evan's words got him pointed looks from Ororo and Logan that made him shut his mouth.

The other students, except Gwen because she was new, matched his thoughts in the back of their minds. The room was used to relax in by most of them after school and training. But they knew now wasn't the time for such thoughts.

Rogue even gave Evan a dope slap to the back of the head to get him to focus. It hurt more than what she wanted because of her crystallized form. When Evan asked what that was for, Rogue simply replied "This isn't the time ya doofus."

The team quickly surrounded the downed creature and entered battle positions. The circle they formed left enough room from the creature's position so that if he woke up, they would be out of range of his sharp claws.

They waited for a few minutes and nothing happened. As time slowly past, the student's battle stances slowly lower until they were just standing. They expected the creature to quickly rise and for the fight to ensue, not for them to be standing around. Even though Logan said the creature could be unconscious, the students didn't think it was possible. The creature just seemed too powerful to be knocked out by a TV falling on him.

Even Ororo and Logan were getting agitated. From their years of experience they knew that it couldn't be this easy. It just couldn't. But as time passed, the fact that the creature could really be unconscious slowly came to their minds as a real possibility. Logan had just said it could be out cold to encourage the team.

After a moment, Logan took a step forward. "Looks like the creature . . . . ."

But he was interrupted by a gruff groan emanating from under the big screen TV.

The X-Men regained their battle stances, standing at the ready.

Slowly the TV lifted up. When it was mostly off of him, the creature gave a shove, throwing the TV to the side. He then brought a hand to his head and rubbed. His cloak had small pieces of glass stuck in it from the TV screen. Raising himself to his knees, the creature felt some glass crunching under his weight and cut into his legs. In different places the glass cut his flesh and got stuck in his fur. His eyes were sluggish to open. They blinked a couple of times before opening fully. When he saw that he was surrounded again, he released a low growl. The noise sounded angry, but it was more out of frustration. He got to his feet with a groan. His movements were slow and sluggish showing that he was tiring. With his lips drawn back and revealing his sharp teeth, the creature snarled as he looked around at each opponent. "Haven't we already done this?"

"This brings a sense of deja vu," Jean thought as the memory of the creature being surrounded in sewer came to her mind.

Mirroring the creature's and Jean's thoughts, Evan took a step forward and said "This scene has already played through and we all know how it ends." A look came to his face that was so overconfident that it almost nasty. "You are just going to runaway because you KNOW you can't handle us. So why don't you just give up now and save yourself some pain." His tone and voice made a few of the X-men want to walk over and hit him.

"Has he been watchin' and fightin' the same brawl I've been?" Rogue thought in stunned amazement at how full of himself Evan seemed. She had to fight the urge to hit him again. "His spikes couldn't even scratch the creature's crystal form."

Several of the X-Men felt the same way and Ororo knew that the moment this battle was over, she REALLY had to talk to her nephew.

For a moment, the creature just starred at Evan. It almost looked like he was considering his words, but he wasn't. His mind was completely set on getting his pendant back.

"You're right," the creature replied to Evan, surprising everyone.

For a moment Jean thought that maybe the creature would give up and this could all end relatively peacefully. That thought ended when she saw the smirk that came to the wolf's face.

"And I should make a change to better fit the scene." In a flash, the creature was in his ghostly form. This time his hood was down and his featureless face was visible. The end of is head was a curled point that made it look like he was still wearing a hood. He only had one green eye that was orientated near the center of his face, but leaning a little bit to the left side. It was surrounded by black and lined up with the black lines on his skin.

Quickly leaning forward, the creature shouted "BOO." This got a jump out of Evan and he stumble back a step, causing the ghostly creature to laugh. The sound was eerie and sent a chill up a person's spine. The laughter was hollow and seemed to echo around the room. It would have been hard to tell where it was originating from if the source wasn't clearly right in front of them.

The creature slowly stopped laughing. He was acting especially creepy in an attempt to stall for some time. He had realized that directly fighting these people wasn't productive towards getting his pendant back. And running away without his pendant wasn't an option. He had to come up with a better idea. Wanting to see everyone's reaction to get a better idea of who he was fighting, his eye started to travel along the black lines on his flesh.

Through the holes in his cloak he saw that everyone had reacted to his shout to different degrees of surprise, except for the angry man with the claws and the whited haired woman. They looked ready to fight him. This told him that they had more experience than the others, making them the ones he had to worry about the most. The others seemed less experienced to different degrees.

While he was observing his opponents and taking in all the details he could, the creature was struck with an idea. "Those older more experienced two must be teaching the younger ones. . . . and from what I have seen, they all care about each other . . . . Maybe I can use this against them." He couldn't help feeling a little bad about his idea, but another part of him didn't. "Take any advantage you can and use this weakness to crush them."

With his eye lingering on Jean longer than the rest, their eyes met and they held each others gaze. She saw the way he was looking at her and couldn't tell what it meant for sure. "It's hard to read because it is just his eye with no other features to go by and said eye is currently on the back of his tail." A small shiver ran down her spine from the pure weirdness. ". . . . . But it almost looks like . . . . remorse, maybe." She tried to reach out with her mind to sense what he was feeling. A look of surprise came to her face when she couldn't sense anything. "It is like he isn't even there." The questions this brought to her mind were shoved to the side when a hardened look came to the creature's eye as it flashed light purple before going back to green.

When his eye settled back on his face, the creature said "I hope no body minds if I make a change to the plot." The tone of his voice was nonchalant like he was really just asking to edit a part of a play. His sentence was accompanied by a dismissive wave of his hand that said he didn't care what anyone thought and was going to do whatever he wanted.

"And what awesome thing are you going to do," Evan said in an impatience and sarcastic tone.

"Oh, nothing much . . . . ." His creepy laugh that followed told a different story as a chill when up almost everyone's spines. The creature couldn't help chuckling. "If he only knew what was about to happen, the arrogance would be whipped right out of him." He chuckled at seeing concern slowly creeping onto the X-men's faces. ". . . . . . JUST THIS."

Shooting forward, the creature headed straight towards Evan.

"Maybe antagonizing him wasn't the best idea," ran through Evan's head as his spikes extended instinctively, preparing for impact. His eyes closed since he knew the collision was unavoidable.

Moments before hitting Evan, the creature changed course and headed straight towards Ororo.

The creature's shoulder collided with Ororo's chest, knocking the wind out of her and sending her backward. The creature continued pushing her and Ororo hit the bookcase causing a few books to fell down. As they landed, the creature turned intangible and disappeared from view by slithering through Ororo's stomach.

Ororo gave a few shivers and jerked around a little before becoming still. Sitting there with her legs out straight, Ororo's head slumped forward so that her hair hung down and covered her face. The room fell silent as Ororo's body lay there disturbingly motionless like a discarded rag-doll.

There were several shouts of "Ororo" as the others rushed to her. Evan got there first and knelt by her side.

"Auntie O." She didn't react. Evan gently placed his hand on her shoulder and spoke her name again. He still got no reply of any kind. "Come on Auntie O . . . Say something." His voice grew desperate as he shook her shoulder, trying to get a reaction from her.

Shaking her shoulder only caused Ororo to lean to the side. She was unresponsive and her limbs were limp. Everyone was getting very worried. They had all completely forgotten about the creature for the time being when faced with Ororo's conduction. Evan's hand was still on her shoulder and he was going shake her again but Ororo's body started jerking violently, removing his hand from her. It almost looked like she was having a seizure. After a moment, her body stopped and lay motionlessly again.

Suddenly she sat up fully. Her head was tilted just enough so that her hair hid her eyes.

Evan was so happy to see Ororo moving again that he launched himself forward and wrapped his arms around her in a hug. Her flinch went unnoticed as he said "Are you okay? You weren't moving . . . than you were . . . . I thought. . . " The relief was clear in his voice.

"I'm fine," Ororo said as she roughly shoved Evan off and away from her. He fell back, landed on his behind and emitted an "owf" of pain. She then quickly stood up. Her head was slightly tilted forward so that her eyes were shrouded by her hair and darkness. She was hunched forward slightly and her arms hung limply at her sides.

Everyone was paralyzed in shock just staring at her. They were all so surprised at what she did that no one noticed that her voice sounded off.

Overcoming his shock and standing up, Evan was the first one to speak.

"What's the matter Auntie O?" Evan took a step towards her. His hands were held out almost like he was going to take hold of her. Not knowing what to do, he slowly lowered his hands. At the moment he felt so confused and helpless. He felt like something was wrong, but he didn't know what. The look he gave Ororo showed these feelings.

"Ha . . . ." The whispered laugh was almost missed coming from Ororo. "He . . He . . He . . He." It sounded like she was insanely giggling. The sound grew in strength until she was shaking and roaring in laughter. "HAHAHA HE HE HE MUHAHA." Straightening out her back, she threw back her head as she cackled.

There was a creepy hollowness to her tone. It almost sounded like her normal voice had another one added, but slightly out of sync. It send chiles up the others' spines and told them that something was serious wrong with her.

The unhinged laughing abruptly stopped. Quickly swinging her head forward, her hair flew forward and landed so her face was once again covered. Slowly raising a hand, she leisurely started to move her hair out of the way. The first thing exposed was her deranged smile. "Auntie O . . . ," she used a tone that was sickly sweat and mocked Evan, "isn't here right now. . . ."

Her eyes were revealed and everyone was horrified.

Her pupils were black, but that was the only thing unchanged. The irises where toxic green with tiny unnoticeable specks of light purple. The white of her eyes was gone, replaced with black. There were black crooked lines, almost like tentacles, on the skin around her eyes. From each eye, one black mark went from the top of her eye, over the eyebrow, and ended half way to the hair line. From the bottom of each eye came two black marks that traveled across her cheeks.

One thing was clear, those weren't Ororo's eyes.

As the X-men took in the appearance of her eyes, Ororo continued speaking. " . . . But I can take a message for your dear Auntie," she smiled cruelly at Evan, "if you want." Seeing the look of confusion and hurt on his face, she started cackling again.

The others instantly knew that whoever this was, it wasn't Ororo.

Not knowing exactly what was wrong, Jean placed her fingertips to her temples and reached out mentally to Ororo. She was shocked at first when she felt nothing. "That can't be right? Her mind can't just be GONE." Closing her eyes, she increased her effort and tried to probe deeper. She knew that this would inform the imposter of what she was doing, but the team needed to know what was going on so that they could help Ororo. "I can just barely sense her mind, but it is like her mind is disappearing. . . . . . No, that isn't quite right. . . As weird as it sounds, it is almost like a blanket of nothingness is covering and suppressing her mind. But that doesn't make any sense. How could that be . . ?" Her thoughts trialed off when she remembered the other mind she couldn't sense and realized what was going on. ". . . . The creature."

Before Jean could tell the others, Evan stepped forward with a hard look on his face. "Who are you!?" He pointed an accusative finger at Ororo. "And what have YOU DO TO MY AUNT?!"

Putting a pause to her laughing, "Ororo" looked at Evan. Her head tilted to the side and she blinked owlishly at him. She was surprised that he didn't realize what was going on. "He must be a little slow in the head. . . . .," she looked down at her body, " . . But then again . . . it might be hard to figure out."

"He he he." Ororo giggled in her creepy altered voice. "I guess you really don't know. . . . ." A gust of wind started up and circled around her. As it gained in strength, Ororo started to raise in the air. Her limbs huge down limply, continuing the creepy air around her. After a moment, the wind was deemed strong enough and it was shot out towards the X-men that surrounded her. The team wasn't expecting the attack so it hit them all head on. Each team member flew back and collided with the walls. The landings were hard and knocked the wind out of a few of the students.

While the team was still down, Ororo floated over towards the destroyed TV. She then lowered herself to the ground, bent down towards the destroyed entertainment system, and started looking around the debris. Finding what she was looking for, she grabbed it and stood up.

Right about now, the team started to rise.

Leaning against and using the wall, Jean slowly got to her feet. She then looked around and saw her teammates getting up.

Logan was the first one full standing and was looking ready to fight. He immediately shouted "Is everyone alright?"

Gwen, who had used her mana to soften her landing, said "I'm okay" as she got to her feet.

Evan landed upside down with his back half on the floor and half on the wall. His legs were hanging down towards his head. It was a very uncomfortable and embarrassing position. Just looking at his face, one could tell that he was dizzy and dazed. He stayed in this position for a few moments. He then shook his head to clear his dizziness. When his mind was clear, he said in flat tone "Yeah, I'm fine." He then pushed of the wall with his legs, did a half roll, and stood up. His fists clenched in anger as he shouted "What are we going to do about Auntie O?"

================================With Rogue================================

When Rogue collided with the wall, her head took a blow hard enough to knock her out for just a moment. As her mind went black, her body changed from crystalline back to normal.

As she fell, Rogue regained consciousness just in time to feel her body collide with Scott.

Scott and Rogue landed in an awkward situation. They were in a tangled mess. Rogue was straddling Scott so that their groins met. Their chests were pressed up against each other. Her left hand was trapped underneath Scott's back. Her right hand was caught beneath Scott's head.

During the fall, Scott had reacted and instinctively tried to grab on to something. The only problem was that he had grabbed on to Rogue . . . . more accurately her ass. If the situation wasn't awkward enough, their faces were pressed together with their lips touching. They were practically kissing, but not exactly lined up or centered on each other.

Anyone looking at them would have thought they were passionately making out.

Dazed by the fall, they stayed in this position for a bit.

Slowly regaining awareness of their positions, Rogue and Scott blush. They didn't immediately separate like you would have expected.

"Her lips are so soft," was the first thing in Scott's mind. This wasn't his first kiss, but it was one of the best kisses he could ever remember experiencing. Because of the visor, it couldn't be seen that Scott had closed his eyes at the pleasant feeling.

While Scott was focused on their lips, Rogue's attention was on another couple of body parts.

"H-his . . h-hands-s . . . . on . . m-ma . . . ." Her blush deepened. "T-they . . f-feel. . . . . . . ." She didn't know how to describe the way his hands on her made her feel. The one word that came to her mind was "stimulating."

Simply put, Rogue liked the feeling of his hands on her ass.

Her attention then traveled up and she noticed her breasts pressed up against Scott's chest. "It feels so muscular." Her focused shifted to their lips. "We're . . . KISSIN'?! . . . . .," a smile came to her face, ". and h-he hasn't . . pulled away."

They enjoyed their sensual position for a moment before reality dawned on them. They were in the middle of a battle. Rogue placed her hands on Scott's chest and sat herself up, separating their lips. But she didn't get off of Scott. With her hands on his chest, she got a better feel of his muscles.

Looking up at Rogue, Scott asked "Are you alright?"

"I'm fine," Rogue was quick to reply. There was a certain air to Rogue's voice that Scott found arousing.

"Well . . .," Scott draw out. He was trying to sound calm in an effort to hide how nervous and aroused he was from being so close to Rogue. "I think we should get . . ." He was interrupted by a small high pitched squeak from Rogue. He was surprised by the sound because Rogue wasn't one to make those kinds of noises. Looking up at her, he saw that she had covered her face with her hands. Through the gaps between her fingers, a bright red blush could be seen. It took Scott a moment to realize what was causing her reaction, but when he did, he gained a matching blush.

It seems that unlike Scott, his body had no problem showing how he felt. Rogue had felt a jerk from his crotch against hers.

The two quickly separated and stood up. They didn't know what to say to each. Standing there awkwardly, they had a moment to think about what just happened.

Rogue liked it and something deep inside her told her that she wouldn't mind being tangled up with Scott again.

Scott didn't know what to think. He knew he liked how it felt physically, but he didn't know how he felt emotionally about it.

" I . . (nervous cough) . . .," Scott said breaking the silence. "We need to. . . . we should really focus on fighting with the rest of the team." Looking at Rogue, he saw a small pained look on her face.

Rogue felt put off that he just wanted to go on like what just happened was nothing.

Releasing a sigh, Scott said "Look," he put a gentle hand on Rogue's shoulder, "We will talk about this later in private, not now while in the middle of a fight."

Nodding her head slowly, Rogue realized that he was right. "Fine, but we ARE goin' to talk about it."

============================With All Of The Team============================

Luckily for Scott and Rogue, the others were occupied with their own landings and had missed the two teen's very awkward moment.

Rogue and Scott rejoined the battle just in time to hear Evan's shout of "What are we going to do about Auntie O?"

"It isn't Ororo," Jean said. "The creature has taken possession of her."

"Seriously?!," Logan thought. "What can't this thing do? First it is an electrical jellyfish, then a multiple eyed Cyclops, then a red four armed pile of muscles, then a freaking ghost, then a weird purple lizard, then a duplicator, then a huge walking diamond, then a werewolf. . . . .What's next? A fairy? A dinosaur? . . . I think I'm getting to old for this shit."

"He he he, that's rrriiiight," the creature possessed Ororo said in her eerie voice, getting everyone's attention. There was a childish air to her voice, taunting them. She was just standing in the middle of the room with her arms limp at her sides. Something was clenched in her right hand, but it was hidden from view by the way she held it. There was a creepy smile on her face that almost looked innocent and happy.

Seeing the creature using his aunt like a puppet was too much for Evan to take. "YOU LEAVE MY AUNT ALONE OR . . ." his shout was interrupted by "Ororo".

The childish atmosphere left Ororo in an instant. The look on her face became one of scary seriousness and intense anger. Pointedly looking at Evan, she hissed "What are YOU going to do?" Her voice was dripping with pure venom. She paused for a moment as if to let him answer, but she had no intention of letting him.

"NOTHING," she yelled sharply. A nasty smirk came to Ororo's face. No one had ever seen anything like it on her face before. Her voice came down to a normal level and it had a smug childish tone. "There is nothing you can do while I have . . .." The creature paused for just a second as he had to think of the woman's name he was currently possessing. ". . Ororo here," she roamed her left hand down and over her curves in an almost suggestive way, "as a shield."

"I have to step up and take control," Logan thought. He took a small look at the students. "This situation has gone past what the kids can handle. It is no longer a fight, but a hostage situation." He knew the students could handle a straight out fight. There was no doubt in their abilities, but they had no idea how to handle this. Hell if he was honest, Logan wasn't sure what to do himself. He had handled hostage situations in the past, but not quite like this. "Never had the hostage possessed by the captor."

With a growl of frustration and a light feeling of defeat, Logan took a step forward. He gave each X-men an authoritative look before calmly saying "Stand down." He stared into the eyes of each student to make sure they listened. Each student looked like they didn't want to stand down, but they did. When his eyes locked with Evan's, he knew that the kid wanted to disobey his order and continue fighting. There was a defiant look in Evan's eyes. Logan could understand the kid, it was Evan's aunt that was in danger here, but if he unthinkingly ran in and attacked again, he could get Ororo, himself, or someone else killed. Logan tried to give him a reassuring look, one that said he would do everything in his power to get Ororo back safely. For a moment Logan thought it wasn't going to work, but eventually it did. Evan gained a defeated atmosphere around him and backed down.

Turning toward Ororo, Logan said "It seems we each have something the other wants." His voice was calmer than he felt. He tried to have a cooperative air to himself so that the creature would be willing work with him. "I'm sure we can work things out . . . We give you what you want and in return you release Ororo . . . No one needs to get hurt."

Ororo looked at Logan with a blank expression for a moment before a smile came to her face. The smile wasn't a comfort to Logan. It was a smile that told Logan that the situation was going to get worse. The giggling that slowly followed didn't help. The laughter raised until it reached a hysterical level. The sound made it seem like the woman had lost her sanity.

Suddenly the maniacal laughter stopped, but the smile never left her face.

"It may be true that we have something the other wants, but I still have the upper hand. . . " She raised her right hand. As the hand moved, it was revealed that a shard of glass the size of a small dagger was in her grasp. The hand stopped when the glass blade was resting against her flesh, posed to slit Ororo's throat. " . . . Don't you think?"

To prove the point, Ororo tightened her hold on the glass, cutting her hand, and pressing the blade's tip to her throat until it punctured her flesh. The cut on her neck was just a small nick, but it was close enough to a major vein that the blood flowed freely. The blood traveled down the blade, staining the improvised weapon red and joined the blood flowing between her fingers clenched around the glass. The red liquid then dipped from her hand. Some of the drops splattered on her clothes while others landed on the floor, forming a small growing red puddle.

The room fell silent as everyone stilled. The silence magnified the sound of the red liquid hitting the floor. The sound that was usually so quiet that one could barely hear it seemed to increased in volume until it was almost deafening.

There wasn't that much blood, but it seemed like gallons to the X-men watching. No matter how much they wanted to they couldn't turn away from the horror of Ororo hurting herself before them. In the back of their minds they knew it was really the creature possessing Ororo, but it was hard to get their minds past the sight. The woman they cared about looked like she was inches away from committing suicide. The sight played havoc on their minds and emotions.

"Now if I got your full attention," Ororo said in a nasty voice that ripped everyone out of their thoughts. She was tired of playing around. "I . . WANT . . . MY . . . . PENDANT!"