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As the next stage in human evolution, mutants are developing extraordinary powers in a world not ready to accept them. Professor Charles Xavier and his X-men fight for that acceptance and they’ve struggled to counter the emerging human/mutant conflicts. In the midst of this struggle, it’s easy to forget that the Xavier Institute is still a school.

Now they might not be the only game in town. Not long ago, they reconnected with former X-man, Emma Frost. After apparently betraying the X-men, Emma revealed that a Sebastian Shaw, the former Black King of the Inner Circle, had leverage over her. While she was working for him as a stripper at the Hellfire Club, he stole her eggs and made clones of her that he named the Stepford Cuckoos. Emma later rescued her girls, but lost two of them in a struggle with Shaw’s son, Shanobi. Now seeking redemption, she draws inspiration from her X-men legacy.

Armed with money she earned while working at a hedge fund, Emma Frost has opened the Academy of Tomorrow. This new school promises to expand on what the Xavier Institute built upon. Emma already has a number of promising students. After her recent adventure with Cyclops and Phoenix, she has opened the doors of her academy to the X-men. However, with new opportunities come various challenges.

Downtown Boston – Academy of Tomorrow

“The Academy of Tomorrow,” read Kitty Pryde as she stood before an imposing structure, “Not a real subtle name, but I guess it works better than calling it the other school for mutants.”

“You sound like you’re sizing up the competition, Kitty,” teased Jean Grey, who was standing next to her.

“Are you telling me this doesn’t qualify? It’s a school, it’s full of mutants, and it’s being run by a former X-man.”

“That shouldn’t be cause for concern,” added Scott as he joined the two girls, “If Emma really wanted competition, she wouldn’t have invited us to tour the campus.”

“Could just be her way of showing off her fancy new digs,” scoffed Kitty.

“This is Emma Frost we’re talking about. Showing off is part of her charming personality,” snickered Jean, “Had we not helped her against Shanobi Shaw recently, I may share your concerns, Kitty. But I’m willing to give Emma the benefit of the doubt.”

“Even if it means giving her another chance to betray us?”

Kitty Pryde’s remarks earned her a harsh glare from Jean and Scott. She shrugged innocently, accepting it up to one of those comments that was too blunt for everyone besides her. Jean and Scott were willing to let it slide though. Emma Frost’s betrayal with the Inner Circle was still fresh in everyone’s mind. Even though they filled them in on what happened with Shanobi Shaw and the Stepford Cuckoos, there was still plenty of skepticism.

Never-the-less, Emma still worked to make amends. She stayed in touch with Scott and Jean. They even helped with the funeral for Esme and Sophie, the daughters she lost at the hands of Shanobi Shaw. These were bleak circumstances for them to reconnect, but this visit was their way of starting anew.

This time Emma invited Charles Xavier and anyone else he cared to include on this visit to her new school. The Academy of Tomorrow campus was located near the outer city limits of Boston and was built from an old boarding school. Thanks to Emma’s vast financial resources, she gave it a substantial renovation. It had a very similar feel to the Xavier Institute. The campus was gated, the buildings were nicely designed, and there was a very modern aura to the area. Upon exiting the cab, Professor Charles Xavier led Scott, Jean, Ororo, Kitty, and Betsy to the front gates.

“This is quite a campus, Professor. I didn’t realize Emma had such vast connections,” commented Ororo.

“Emma has always been a very resourceful woman. Her ability to make remarkable progress in a short amount of time is one of her defining attributes,” said Xavier, smiling as he took in the facility before him.

“You mean third most after the ones that fill her bra,” said Kitty under her breath.

“Based on what I’ve heard, I’m sure some of that progress wasn’t entirely honest,” said Betsy dryly.

“You don’t even know her and you’re already making harsh judgments?” asked Ororo with a slight scorn, “I expect that from Kitty, but not from you, Betsy.”

“I’m sorry. I don’t mean to be harsh. I guess I’m still a bit bitter towards the accomplishments of beautiful people,” she sighed.

“I take it you mean Remy,” said Ororo, offering a more reassuring gesture.

“You dated him too, luv. You of all people should know the phases I’m going through.”

“Which is why I feel it’s best for you to join us,” said Professor Xavier, “It may be beneficial for you to see the less obvious influences of the X-men.”

“So long as it distracts me from all things Cajun, I’ll manage,” she sighed, “Just don’t expect me to be all smiles and sunshine. I’m still several phases away from that point.”

It was no secret that Betsy had been going through a rough patch after breaking up with Remy. She and Remy hadn’t talked much since it happened. He was coping better because he had Rogue to lean on. Betsy didn’t have that luxury. She didn’t know much about Emma Frost or her history, but she was badly in need of a break from all the drama.

With the Professor and the X-men, the gate automatically opened and they were greeted by Emma Frost. She was wearing what may have been the most appropriate attire they had seen her wear in some time. She looked like a full-fledged business woman, wearing a nicely tailored pantsuit. It was still a bit revealing around the chest area and was white like everything else she wore, but that was to be expected. Even if she was now principal of a school, she was still Emma Frost.

“Professor Charles Xavier, you have a knack for making your presence known,” greeted Emma Frost, “Welcome to the Academy of Tomorrow.”

“It’s a pleasure to be here, Emma. You’re looking lovely as always,” said Xavier in a friendly tone.

“I expect to be nothing short of fabulous in front of the X-men, despite recent events.”

“That’s a relief. Some of us still worry. Especially after what happened with Shaw,” said Scott.

“You of all people should know I’m not one to wallow in sorrow, darling,” said Emma with an aura of confidence, “But I prefer we avoid such grim topics. The Academy has much to offer and I’m sure the X-men are interested in how my students measure up.”

“So you are flaunting for the competition,” commented Kitty.

“Competition is such an ugly word, even if it made me obscenely rich at my hedge fund. I’d like to think of it as a partnership. Unless, of course, you feel threatened by another mutant school.”

“Let’s not get overly competitive just yet. This is supposed to be a friendly tour,” said Ororo, stepping between Kitty and Emma.

“I’m confident most of you will remember that. It’s not my fault if others are horrendously insecure,” replied Emma, still staring down Kitty.

Kitty scolded the older blond, but didn’t respond as Emma led Professor Xavier and the team onto the campus. Despite the recent clash against Shanobi Shaw, Kitty wasn’t around when Emma was an X-man. She wasn’t convinced of her sincerity just yet and she wasn’t the only one either.

“She’s harsh,” commented Betsy.

“You think?” said Kitty.

“Give her a chance,” said Jean, rolling her eyes, “If I can give her a chance despite being Scott’s ex, you can too.”

“If only you could sound slightly less uncomfortable while saying that, luv,” teased Betsy.

“Also keep in mind, you volunteered to tag along. If you want to go back to the mansion and resume class work with Mr. McCoy, be my guest. I’ll telekinetically throw you there if you’re that eager,” said Jean in a not-so-subtle tone.

“I’ll pass, thanks,” muttered Kitty.

“Me too,” muttered Betsy, “I’m sure the boys are having plenty of fun without us catching up on classwork.”

Xavier Institute – Main Classroom

“Do you have any Threes, comrade?” asked Piotr Rasputin as he sat behind his desk.

“Threes? Homme, we ain’t playin’ Go Fish,” said a bemused Remy Lebeau.

“I know we are. I ask because if you did have any threes, your eyes would have shifted. Since they didn’t, I now know you aren’t playing a high card and can adjust accordingly.”

Remy Lebeau raised an eyebrow. He had seen many strange poker strategies, but that was right up there in terms of absurdity. Perhaps they played by different rules in Russia. It should have bothered him a lot more, but he was hardly in the mood to make a big deal out of it.

He and Piotr were supposed to be in the middle of an online lesson. They had been consumed by class work since early in the morning and had done enough catching up to warrant a break. Since some of the team went on a field trip to Massachusetts, it was pretty quiet. Mr. McCoy was scheduled to do one more lecture for the day. It should have started an hour ago, but he got sidetracked by a phone call from his girlfriend. That was just fine with Remy. Distracting himself with assignments only went so far in helping him deal with his breakup with Betsy.

‘Remy shouldn’t be feeling this low. It ain’t like Betsy and me was gonna last. Hell, it was just a few steps deeper than a few booty calls. Heck, it probably should have ended months ago. I’m supposed to be the philosopher here. So why the hell can’t Remy make sense of it?’

Remy folded his hand, rendering Piotr the winner before they could even deal a second time. It came as a surprise to the Russian. In the time he had been at the Xavier Institute, he had never seen the Cajun so willingly forfeit a game of poker.

“You’re not going to try and cheat your way out of your lousy hand?” teased Piotr.

“Remy don’t cheat. Remy don’t gotta,” he said flatly.

“Is that your only reason?” said the Russian as he tossed aside his hand, “You are not your usual competitive self. It takes the fun out of this unexpected lull as it is called.”

“It ain’t no lull. We just waiting on the teach to get back from cyber-humping his girl.”

“A week ago, you would have said that in a less bitter tone. Has breaking up with Betsy really affected you that much?”

Remy muttered a string of French curses under his breath. Piotr had been hanging around Kitty Pryde too much. He was already picking up her knack for being excessively blunt. At least he wasn’t nearly as harsh. Piotr may have been as strong as his metal skin implied, but he was always friendly. He was probably the best guy to be around at a time like this.

Still not answering Piotr’s question, the Cajun took the deck of cards and began shuffling them. The expression on his face didn’t change. Either he was thinking hard about something or trying hard not to think at all.

“I take it this is still a sensitive issue. I apologize for bringing it up,” said Piotr.

“You ain’t gotta apologize, homme,” sighed Remy, “Guess it’s better that you be the one to bring it up. Stormy would keep pushin’ Remy to talk about it, Wolverine would encourage Remy to drink it all away, and who knows what Kitty would say.”

“Well to your credit, you seem to be doing much better than Betsy,” the Russian pointed out, “She is still quite moody. Earlier this morning I ate some of her favorite cereal and she pointed a psychic blade at my throat.”

“I ain’t gonna make excuses for her. She got wronged. Ain’t no way around it.”

“Wronged how? By you?” questioned Piotr.

“Why else would I be beatin’ myself up? I may be a crook, but I ain’t no sociopath. When Remy hurts someone, Remy feels guilt,” he said distantly.

“I wouldn’t say you hurt her, comrade. You broke up with her. That is not the same.”

“It ain’t that simple. It shouldn’t have gotten this far to begin with. Bets and me got together because of circumstance. She be in a rough place after she switched bodies. She needed someone to lean on…in more ways than one. Remy ended up being that someone.”

“And these circumstances, as you say, were not good?” Piotr questioned.

“It was only good until the circumstances changed.”

Remy stopped shuffling the cards. Looking down at the deck, he drew the top card. It was a queen of hearts, which had always held a special place for him. It brought back so many memories of his tortured love life and how he found numerous ways to mess it up.

“You all probably figured it by now, but I already got me a special lady that’s never far from Remy’s mind,” said the Cajun.

“You are talking about Rogue, yes?” said Piotr.

“Ain’t like Remy’s subtle about it,” he sighed, “Rogue and me hit it off from the get go. Heck, we probably be double datin’ with Scott and Jean right now if Sinister didn’t mess up her powers. But even after she lost control, Remy ain’t stopped feeling for her. A few times I even tried to make a move, but Rogue ain’t having it. Problem was the more we tried to keep things casual, the closer we got.”

“I don’t know much about romance, but even I find that pretty unusual,” said Piotr, trying to be as polite about it as he could.

“That’s where things with Betsy went from a misdemeanor to an all-out felony. When Rogue left the team, it messed us both up. And somehow, we couldn’t stay away from each other. All the while, I’m stringing Betsy along. Even after she be all nice and snug with her new body, we kept going at it. She needed someone who could be more than comfort and she wanted Remy to be that guy.”

“But you could not be that guy,” Piotr surmised.

Remy’s expression fell and he drew another card. This time it was the two of clubs, one of the lowest cards he could draw. It was another appropriate symbol of his current state. He hurt one woman and was still hung up on another that he couldn’t be with. He was torturing himself and getting other people caught up in it as well.

“You know more about the femmes then you think, Pete,” said the Cajun, “Remy was a dang fool. I just kept drawin’ it out until it blew up in Remy’s face.”

“What kept you calling it off?” asked the Russian.

“Aside from the steady supply of therapeutic sex, a number of things,” he said, “Remy’s still makin’ sense of it. I ain’t figured it out, but sooner or later something’s gotta give.”

“And Rogue? You are still talking to her about this?”

“As much as Remy can get away with,” he conceded, “That wild card ain’t goin’ nowhere.”

“Then it sounds to me like you already know where and with whom you want to end up. You just aren’t sure how to get there,” said Piotr with a slight grin.

“You’re a smart homme, Pete. But you still got a lot to learn,” said Remy, managing somewhat of a grin, “It ain’t that simple. It never is. When you get around to hookin’ up with Kitty, you’ll see what I mean.”

Piotr shifted awkwardly. The mention of Kitty Pryde always triggered mixed emotions. It was one of those poorly kept secrets, much like Remy and Rogue. He and Kitty shared an obvious attraction. They hadn’t made much of it, but there was definitely some chemistry. For that reason, it was probably wise to avoid discussing it further. Remy seemed to know every possible way of doing the wrong thing in these instances.

The two men fell silent and Remy set down the deck of cards. The more they waited, the less likely it seemed they would be getting a lecture from Mr. McCoy. Since this kind of down time was rare, they should probably make the most of it. Remy was about to deal a new game of poker when the classroom doors burst open and Bobby came rushing in.

“I’m-so-sorry-I’m-late-I-got-caught-up-talking-to-Jubilee-please-don’t-fail-me-for…”

The young mutant stopped dead in his tracks. He had been talking a mile-a-minute, sounding short of breath and panicked. When he looked around the classroom and only saw Remy and Piotr, Bobby was confused.

“Oh man, don’t tell me I missed Mr. McCoy’s lecture again,” groaned Bobby.

“Actually, you still technically early,” said Remy, who couldn’t resist messing with him.

“Huh? I thought the lecture was an hour ago,” he said with even more confusion.

“It was. Then Mr. McCoy got a call from his girlfriend,” Piotr clarified.

“He said it would only take a few minutes. We still be waiting,” added Remy.

Bobby was deadpanned, but relieved. He came running down from his room thinking he was in big trouble. It turned out he was in the clear.

“Thank God, Heaven, and everything in between. I’m not completely screwed for once,” he said in an exasperated tone.

“We still have assignments,” reminded Piotr, “Since Mr. McCoy does not appear to be returning anytime soon, there is plenty of time to complete them.”

“Are you kidding? This is great! This means I can catch Jubilee before she goes on patrol,” said Bobby with renewed energy, “If I’m lucky, I can still soothe things over after that mess at the bus station.”

Without hesitation, Bobby turned around and ran out of the classroom. He still had an angry girlfriend that needed to be placated in a big way. He had failed miserably thus far, but that didn’t mean he would stop trying.

Piotr and Remy exchanged glances. They heard about Bobby’s recent troubles with Jubilee. Something really strange happened the day of the Vertigo attack and nobody was quite sure what to make of it. Apparently, Bobby had a history of letting his love interests make him look foolish. This was no exception.

“Guess we ain’t the only ones who need to learn a thing or two about femmes,” laughed Remy as he dealt some cards.

“So it would seem,” said Piotr, laughing a bit as well, “In Russia we have a saying. You only understand your misfortune when you fall in love.”

South Boston

“What the hell is the hold up?! I gotta get to City Point already!” yelled an angry driver in the midst of a typical Bostonian traffic jam.

“Cool your jets, pal! They’re still clearing the roads,” said a nearby city worker.

“From what? An invasion by Yankees fans?”

“Don’t ask me! All I know is the street’s torn up and the city wants it fixed. If you want to slow us down, keep bitching. If not, put a sock in it and let us do our jobs.”

The restlessness lingered among dozens of cars looking to get to City Point. Some of them were already turning around in search of another route. Most were stuck waiting. It wasn’t like road work was unusual in Boston. It seemed a new street was closed every other day. However, that didn’t make this little obstruction any less frustrating.

Unknown to the drivers, it wasn’t just a pothole that had closed the road. Behind the concrete dividers, the city workers were confronted with an unusual problem. There were a series of deep imprints in the concrete. They looked like footsteps, leading from a nearby sidewalk to the middle of the street. Those smaller imprints led to a much larger hole that went down into the sewer system. It was a real mess and the road crews were scrambling to fix it.

“Good God, if this is someone’s idea of a prank, they ought to be strung up over City Hall and beaten with hammers,” groaned one city worker who led part of the crew in filling the smaller holes.

“I’m sure the Mayor will declare war on whoever’s behind it. Southie’s got enough problems with vandalism. We don’t need punks going for the gold by holding up traffic!” said another worker.

“Both of you quit your whining! At least you only have to fill in the potholes. We gotta fix this little piece of the grand canyon over here,” said a worker who was looking over the large hole in the middle of the street.

“That ain’t going to get done today so hurry up and fill those holes!” yelled the foreman, “We need to get at least one lane of traffic flowing before all of Southie turns on us.”

Work continued at a brisk pace. The repairs were almost done for the small potholes while a larger group of workers prepared to start work on the big hole in the center of the street. They set up a series of cranes and winches to help lower them down into the sewers. They had to put up some supports and check the utility lines before they started the repairs. Several workers were already prepared to take the plunge. At the very least, the sewer would offer an escape from the angry drivers and honking horns.

“Okay boys, lower us down! Let’s get this shit over with and collect our overtime,” said one of the workers.

A quick thumbs-up from the foreman and the winch was activated. Three workers were lowered into the sewers to begin their survey. They had on special helmets with lights so they could observe the extent of the damage. Overall, there wasn’t much to see. They saw some broken pipes, shattered brick, and scattered debris from above. It wasn’t the worst damage these old streets had endured, but fixing it wouldn’t be any less of a hassle.

“Jeez, looks like someone dropped a wrecking ball down here,” commented a worker.

“I got twenty it’s another case of a drunk trucker with an overstuffed load,” said another.

“Whoever it was, they left a hell of a mess,” said the surveyor looking over the damage, “We’ll need to scrape together some temporary supports before they start paving. If this was a case of something heavy punching through the street, we gotta find it and haul it out of here.”

While the other two workers focused mainly on the walls, the main surveyor tried to trace the source of the destruction. He could see some broken pipes spewing water into the storm drain and some piles of brick obscuring the tunnels. At one point he had to adjust his light so he could focus a bit further down. As he did, something strange came into view and it wasn’t a wrecking ball or some heavy piece of equipment.

“Hey guys! Someone’s down here!” he exclaimed.

“What? Who the hell would be dumb enough to get stuck in a sewer?”

The two other workers directed their lights further down and saw a body lying face down under a pile of brick and debris. Thinking it could be some unlucky utility worker, they moved in for a closer look. As their lights illuminated the figure, it started moving. It was at this point they realized that this was no ordinary figure.

“Hnn…the hell?” said the figure in a raspy tone.

“Hey buddy! You okay? You need an ambulance or something?” said the surveyor.

The three workers tried to clear some of the debris. That’s when they made a shocking revelation. As the figure arose, the debris rose as well. It turned out the figure was a lot bigger than he appeared. It had a humanoid shape, but didn’t look human. It had a large masculine frame, but instead of skin his body was covered in jagged rocks. It was hard to make out if the figure even had a face. When it stood up completely, it towered over the three workers in a very intimidating way.

“Holy shit!” exclaimed the worker.

“What the hell is that?” the surveyor exclaimed.

“My…my name is Santo Vaccarro. I…I’m in the middle of a nightmare. I need help waking up,” the figure cried.

“Pull us the fuck outta this pit!” the other worker yelled up.

The three workers panicked, tugging relentlessly on their tow lines to signal their co-workers to pull them out. Within seconds they started ascending.

For Santo Vaccarro, it was a desperate moment with little signs of getting better. For a brief moment, these guys looked inclined to help him. Now they were running away. They were going to leave him alone again and he couldn’t bear that feeling again.

“No! Don’t leave me in this dump!” he yelled.

With the workers halfway up, the rocky figure grabbed onto one of the tow lines. As he did, the surveyor attached to it was nearly ripped from his restraints. In addition, the whole winch system above let out a loud clank and was stopped cold.

“Let go, you oversized freak!” yelled the surveyor.

“You’ll get out another way. I won’t,” grunted the rocky figure.

Ignoring the complaints, Santo grabbed the other two lines and used them to climb up out of the hole. As he did, the winch continued to let out more ominous noises. It sounded like it was ready to fail. As he neared the surface, the workers above started to panic.

“What the hell is going on down there? Talk to me!” yelled the foreman.

The three workers didn’t get a chance to answer. As both teams crowded around the hole, Santo reached the top and grabbed onto the edges of the hole. As soon as everybody saw his rocky form, they gasped and pulled back in terror.

“Son-of-a-bitch!” yelled one of the utility workers.

“Someone call the police!”

“Call the MSA! It’s one of those sewer mutants!”

“You mean Morlocks?”

“Whatever the hell they’re called, just get it away from me!”

Santo Vaccarro life was spiraling out of control. Everything was getting worse. Only one thing could help him at this point and he would fight if he had to in order to reach it.

“No…not the MSA,” he said as he now stood in the middle of the road, “The X-men…I want the X-men.”

Academy of Tomorrow – Outside Administrative Hall

The tour of Emma’s Academy had been going smoothly so far. After exploring the campus, Emma led Professor Xavier and his X-men through the various buildings. Overall, there were five. The central building was the main administrative building. The two buildings on the west side were the academic buildings where classes were held. On the east side there was a building specifically for mutant training, which contained hardware similar to the Danger Room at the Xavier Institute. The other building was the main residence hall where the students resided.

Overall, the amenities were pretty good for a private school. It was nearly on par with the Xavier Institute. Emma spared no expense in ensuring her school was top notch. It was a reflection of her personality, matching style with substance while still favoring style. As they neared the end of the tour, Emma led the X-men back to the administrative building. She carried herself with the poise they had come to expect, showing that despite the loss of her daughters she was strong enough to carry out this ambitious endeavor.

“Your academy is remarkable, Emma. I must say I’m impressed,” said Professor Xavier as they stood near the doors of the administration building.

“Then I can safely conclude my efforts have been adequate. I would be insulted if you expected anything less than fabulous,” said Emma.

“We would be equally insulted if you thought we expected you to be modest,” joked Scott.

“You’ve always found ways to exceed expectations,” said Xavier with a humored grin, “The classrooms and training facilities are quite sophisticated after the renovations. I’m sure Beast will be happy to hear that you drew some inspiration from his labs.”

“More like a rip-off, but I don’t think he’ll mind,” shrugged Kitty.

“The dormitories were pretty fancy for a school. Your fondness for four-star hotel rooms really shows,” added Scott.

“I have a total of 50 students at this Academy so far. Many of these students come from fairly unpleasant backgrounds. Some are former Morlocks. Others are from the rougher parts of District X. They’ve earned the right to experience a little comfort.”

“If only you could say that with less attitude, you might actually sound charitable,” teased Betsy.

“Never make light of my charity, darling. We provide all our textbooks electronically, we offer free laptops to every student, and most of the courses are set up online. In terms of education, it’s as advanced as any prep school for those with obscene trust funds.”

“I find it hard to believe that this boarding school was once on the verge of being condemned by the city,” said Ororo

“It just needed the right touch…namely mine,” boasted Emma, “Pretty much any building can be made fabulous with the proper application of money. But don’t think I just signed a few checks and let everything fix itself. I drew plenty of inspiration from the Xavier Institute. I hope that doesn’t make me guilty of trademark infringement.”

Professor Xavier smiled proudly at his former student. Emma had certainly come a long way. As a student, she had been torn between the old life she had been forced into and the life she wanted to make for herself. He took pride in how this academy showed that he really had inspired her to rise above the dark world from which she escaped.

“Even if it did, I would happily let it slide,” he said to her with a touch of humor, “You’ve clearly put a great deal of effort into this campus. I have little doubt it will succeed under your guidance. I see you even used those contacts I gave you from Aerie Global for your training facilities.”

“My hedge fund may have been profitable, but I was still a ways from affording my own Danger Room,” sighed Emma, “Thankfully, those friends of yours gave me a discount. In addition to the lab equipment and computers, they also provided my academy with some advanced mutant research equipment. This way I can figure out what a student needs before I give them a proper educational path.”

“You do all that fancy medical work yourself?” said Betsy, “Pardon my skepticism, but you don’t strike me as a woman who enjoys wearing a lab coat.”

“Or much of anything for that matter,” said Kitty under her breath.

“Oh please, Charles here will tell you I slept through most of Beast’s science lectures,” scoffed Emma, “For that kind of work, I’ve enlisted a few qualified associates. One of them is a disgraced doctor who lost his medical license for doing some questionable research with his mutant powers.”

“Sounds like someone Hank would get along with,” commented Ororo.

“I’d be shocked if they weren’t Facebook friends. He isn’t the only one though. I’ve recruited a few other eager educators to take part in this new institution. They share the teaching duties and partake in other tasks I’d rather not be bothered with.”

“I imagine it was a tough sell convincing them to join you. It’s not like the Xavier Institute makes it look like an easy life,” said Jean, “Any chance we’ll get to meet these brave, hapless souls?”

“Careful Jean, they may hear you. I summoned them telepathically the moment we stopped walking,” grinned Emma.

It was an immodest way to move the tour along and put Jean in an awkward position. Emma had a rather abrasive personality to say the least. Even if she had honorable intentions, Emma Frost had her own way of doing things. It was interesting to contemplate the influence that would have on her students.

Within moments of Emma’s remark, the front doors to the administration building opened and two figures stepped out. One was a short, well-built Japanese man who looked to be in his early 30s. He wore casual business attire, not unlike what Emma was wearing only far more appropriate for a school. Standing next to him was tall, muscular Native American man who was dressed in similar business attire. But unlike the Japanese man, some on the team recognized.

“Jean, is that…” Scott began.

“It is. Now I know she’s trying to annoy me,” muttered Jean.

Ignoring the obvious shift in Jean’s demeanor, Emma introduced the two men.

“X-men, meet the brave men who help me run this Academy,” she said, gesturing towards them, “Shiro Yoshida, or Sunfire as he’s known in Japan, is a man of many talents. One of them involves being able to switch sides when Sebastian Shaw attacked his conscious as well as his talents. And since anyone who thumbs his nose at Shaw earns bonus points by default, he became a trusted partner at my hedge fund.”

“I would not call an attack of conscious a talent, Miss Frost. I considered helping you the lesser of two evils,” said Shiro as he shook the hands of Scott and the Professor.

“I’m sure you sleep much easier at night,” said Emma dryly, “And I don’t think I need to say much about my other associate, Mr. James Proudstar. Or Warpath as he fancies himself. I’m sure there are others who have the time to fill in his exceedingly complicated (and somewhat pathetic) story.”

“I thought the Academy scorned laziness, Frost,” said James.

“Only in trivial matters, though I know they’re not trivial to everyone,” she retorted.

There was a noticeable rise in tension. James Proudstar didn’t look nearly as friendly as Shiro. He also got quite a reaction from Scott and Jean. Since the name Proudstar had been heard before, it prompted some obvious questions.

“Proudstar?” said Ororo, “Is he related to…”

“Yes, Miss Munroe. He’s related to my ex-boyfriend, John,” said Jean flatly, “He’s the oldest and not-so-wisest brother of the Proudstar family. He’s not too different from John aside from being ill-mannered, arrogant, and pathologically pig-headed.”

“I see my little brother convinced you which one of us mom liked best,” said James dryly.

“He didn’t have to. You got caught up in a number of mutant-related messes the X-men had to clean up, none of which would have been necessary if you thought for more than a nanosecond at a time,” said Scott with an equally critical tone.

“I still remember one mess in particular that involved you recruiting Morlocks for some mutant reservation in San Francisco,” said Jean bitterly, “You would think trusting a guy named Dr. Demonicus would have made it painfully obvious that it was a disaster waiting to happen.”

“If you’re going to bust my balls as much as John, let me know so I can tell you to fuck off. It’ll save us both some time,” retorted James.

Their tones were getting overly hostile so Professor Xavier intervened.

“That’s enough!” he said, stopping Scott and Jean from making another remark, “Let’s not bring up past misgivings. I’m willing to assume that James’s presence at this Academy indicates he’s turned a corner since our last encounter.”

“A hell of a lot happens in that time. It’s been what? Three years?” James pointed out.

“More like three-and-a-half,” Jean clarified.

“Even so, a lot can happen in that time. Even John will tell you I’ve been staying busy for the right reasons lately. I know I’ve got a ways to go before you stop giving me that nasty look of yours, but since you’re giving Frost a chance I think I deserve one too…even if I don’t have her assets at my disposal.”

His remarks earned him a scold from Emma while Scott and Jean exchanged looks with the Professor. James did have a troubled history with the X-men and unlike Emma, he hadn’t done a whole lot to make up for it. But if Emma was giving him a chance, that meant he had to have made some progress.

For Ororo, Kitty, and Betsy it was a curious sight. They knew about John Proudstar, but everybody seemed pretty mute when it came to his older brother. If Scott and Jean’s demeanor were any indication, there was definitely a story to tell.

“Well he sure seems like a miserable bloke,” commented Betsy, “I hate to think what the students have to go through.”

“Let’s try not to be too judgmental, Betsy. I don’t recall the Professor saying much about James,” said Ororo, “I’m certain there are reasons for that.”

“I hate to think what kind of reasons we’re dealing with here,” said Kitty, “Scott and Jean are some of the most forgiving people I know. For them to give anyone that kind of attitude, he had to have screwed up on a massive scale.”

It was interesting to contemplate. James sure didn’t seem too happy about his history either and wasn’t inclined to reveal much. The Academy of Tomorrow was supposed to be about the future. That didn’t mean the past was easy to forget though.

Despite the uncertainties surrounding James Proudstar, Emma Frost maintained her poise. This was who she had chosen to work with. She couldn’t run this school on her own. She needed help from other mutants who shared her vision. It seemed rather fitting that someone else who had screwed over the X-men would seek redemption here.

“Are you done berating my choice of associates? Given your history with Mr. Proudstar, I expected it to take much longer,” said Emma wryly.

“You’ve already got your share of laughs, Emma. I’m willing to move on if you’re willing to wipe that condescending grin off your face,” said Jean in an annoyed tone.

“Yes, we should move forward. There is still much we have to discuss,” said Xavier in a more reasonable tone, “You’ve yet to introduce us to your students and I would very much like to meet them.”

“I suppose I’ve kept them waiting long enough,” sighed Emma, “They’ve been clamoring to meet the X-men all day. Don’t be surprised if they give you the celebrity treatment.”

“Compared to the treatment we usually get, we’ll take it,” said Scott.

“I’m sure your egos will be very appreciative,” quipped the blond telepath, “I would like to lead you back towards the residence halls, but I was hoping to introduce my science advisor. He was supposed to be here by now.”

“Last I checked, Dr. Nemesis was busy with something in his lab. He said he would catch up in a ten minutes,” said Shiro, “That was 45 minutes ago.”

“That’s late even for him,” said Emma, “He better have a damn good excuse.”

She didn’t have to wait long for that excuse. Before Emma could lead them back to the residence halls, a figure came running towards them from across the campus. He didn’t look like a science advisor though. He was a neatly dressed man in a white suit and hat who appeared to be in his early to mid-forties. If the way he was running was any indication, something was very wrong.

“Miss Frost! I’m sorry to interrupt your tour, but we have a bit of a situation,” he said.

“Always a flare for the dramatics,” groaned Emma, “What is it, Bradley? You better not try to convince me to buy that particle accelerator you’ve been drooling over.”

“This is more serious, I’m afraid. We’ve a rather distressing problem unfolding as we speak.”

“How distressing? And for once, spare me the ten syllable words in describing it.”

“I’ve been monitoring a mutant anomaly that emerged in South Boston last night. If you would rather skip over the details, here’s the cliff notes…a powerful mutant who seems very upset is tearing through the city and heading straight towards this academy.”

Emma’s expression hardened. For once, Dr. Nemesis wasn’t exaggerating. The paint on the walls of her academy was still drying and already they were facing a daunting threat. Even if they didn’t call themselves the X-men, they still attracted the same kind of danger.

“Well there goes any promise of an incident-free tour,” sighed Emma.

“Don’t feel too bad about it. We’re used to things going wrong,” said Kitty.

“You should probably get back to your students, Emma,” said the Professor, “My X-men will take care of this threat before it reaches your school. You have my word.”

It was a generous and unsurprising offer. This should be an easy decision for Emma. The well-being of her students came first. At the same time, they had a lot to learn and weren’t going to do so by huddling in a corner until the danger had passed.

Rather than go with the easy way out, Emma came up with a new idea that would demonstrate just how far she came with her Academy. Shiro and James Proudstar could already tell what she was thinking and they didn’t exactly share her enthusiasm.

“I know that look. Please don’t tell me you’re thinking what I think you’re thinking,” said Shiro.

“Why not? Isn’t it prudent to turn all potential obstacles into opportunities?” she retorted.

“What are you talking about?” asked Jean warily, “I don’t think this is the time for showboating Emma.”

“That’s never stopped her before,” muttered James Proudstar.

“Just humor me, X-men,” said Emma with an ominous grin, “I have an idea that will both remedy this precarious situation and demonstrated how much progress I’ve made with my students.”

“I’m hesitant to ask, but how do you plan on doing that?” asked Professor Xavier.

“As if that look on your face has ever led to anything subtle,” muttered Scott.

“I’m sure you would know, luv,” teased Betsy.

Emma’s grin widened while James, Shiro, and Dr. Nemesis already figured out the plan. This was going to be a moment to shine for the Academy of Tomorrow. She would make sure the X-men and the rest of the world knew it.

“Don’t bother putting on your uniforms, X-men,” said Emma assertively, “Follow me to the dormitories. I’ll explain on the way.”

Academy of Tomorrow – Recreation Room

“Damn it, Sam! Quit cheating and fight fair already,” complained an annoyed Julian Keller.

“For the last time, Ah ain’t cheating. It’s called skill, Julian. There’s a difference,” said Sam Guthrie in a boastful tone.

“Don’t bother explaining it to him, amigo. In Julian’s world, anybody that beats him at Guitar Hero is cheating by default,” said Roberto DaCosta, who was lounging lazily on the couch.

“Yeah, spare us all your competitive bravado. My ears are still ringing from our ill-fated Wii Bowling tournament,” said Noriko Ashida.

“Ah to hell with all you guys! I’m sticking with Mario Kart,” pouted Julian.

The teenage mutant threw his hands up and tossed aside the game controller. What started as a simple competition in Guitar Hero turned into test of will between Julian and Sam. When classes and training weren’t in session, they entertained themselves in the well-stocked recreation room in the residence hall. It had everything a group of teenagers could want. There were several big screen TVs, a couple of gaming systems, a few air hockey and foosball tables, and a few rows of comfortable couches. Yet this seemed lost for some of the students of the Academy of Tomorrow. Everything had to be a competition or a struggle.

This mindset was shared by a number of Emma Frost’s prized students shared at the Academy. Some shared it more than others. Julian Keller was one of the most vocal. His competitive spirit was emblematic of what set them apart. Sam Guthrie, Roberto DaCosta, and Noriko Ashida shared it as well, although they were less vocal about it.

A few others that were somewhat new to this mentality. This included two teenage girls, Tabitha Smith and Danielle Moonstar. Also known as Boomer and Mirage, they kept their distance from the competition. They sat comfortably at a table across the room where Tabitha was painting her nails and Danielle was trying to read a book. It was hard for Danielle to focus and she couldn’t help notice the hostility a mere video game competition could evoke.

“All this over a game of Guitar Hero?” mused Danielle.

“Don’t tell me you’re surprised, Dani. Boys and their video games are like the third major cause of teenage buffoonery, after pretty girls and football games,” said Tabitha, not sounding too concerned as she admired her nails.

“That wouldn’t bother me if these boys weren’t supposed to be part of this new team Miss Frost is putting together. The way she, Warpath, and Sunfire are training us, I feel as though they’re preparing us for something.”

“You’re not scared are you?” teased Tabitha, “You’re supposed to be Warpath’s prized student since he got you out of that little misunderstanding Mexico.”

“I’m not scared. And that misunderstanding you’re talking about involved me using my powers to help drug cartels,” said Danielle defensively, “Warpath got me out when nobody in my family was going to bother. He and Miss Frost helped you too.”

“All they did was convince my deadbeat father to sign a few papers before he got hauled off to prison for the third and probably last time. It’s not like they saved me from being sold into slavery,” shrugged Tabitha as if it wasn’t a big deal.

“That still makes us very lucky and for whatever reason, Warpath and Miss Frost are giving us special attention. They already had Julian, Sam, Roberto, and Noriko tag along on that mission with the Cuckoos. I think it’s only a matter of time before we tag along for something bigger.”

“And that worries you?”

“What worries me is that we’re still fighting over video games. If this is what our training has led us to, then we may not be as ready as we think we are.”

Danielle’s concerns seemed valid on some levels. Julian was still giving Sam that cold glare while he and Noriko began another round. It didn’t seem to bother Tabitha as much as it should have.

Tabitha had never been one to worry about things she didn’t have any control over. Danielle only knew the basic version of what her father put her through. He was the kind of low-life that gave everyone from west Texas a bad name. It was only a matter of time before he qualified for one of those three-strike laws that sent him to prison. Lucky for her, she made it an issue not to grow close to her father. She pretty much raised herself. That was why she had so much more confidence than a typical 17-year-old. It’s what allowed her to fit in with this new crowd at the Academy of Tomorrow. She thought Danielle would fill that role too. Perhaps being a pawn for Mexican drug cartels didn’t harden her enough.

“I still don’t see how you can be so casual about these things,” made Danielle, “Don’t you want to be part of Miss Frost’s special club here?”

“Of course I want it. If I didn’t, I would be skipping classes like I used to back in west Texas public schools,” said Tabitha, having put the finishing touches on her nails.

“Then how do you manage?” she asked, sounding almost desperate, “Maybe it’s because you’re a year older than me, but seriously, Tabby. What’s your secret?”

Tabitha rolled her eyes. Getting all this extra training made her pretty uptight, even for a teenage mutant who could make illusions and form solid objects from them. Compared to her power, which consisted only of forming plasma bombs in her hands, she should have been the confident one.

The older teen waited before answering her friend. As she looked up from her nails, her gaze drifted towards the three Stepford Cuckoos sitting in front of another TV. They weren’t doing much. They were watching old reruns of Lost, which was fitting because that was how they looked since losing their sisters. They were messed up enough by having a hive mind and being the daughters of Emma Frost, but they continued to function. That helped make her point.

“Check out Emma’s mini-me’s over there. Look at how they’re handling themselves,” Tabitha pointed out, “They’re sitting on a couch, watching TV, and looking as normal as any blond triplet/clones could possibly look.”

“What’s your point, Tabitha? They’re not doing anything,” said Danielle.

“That’s exactly my point,” she said strongly, “Those girls just lost two sisters. By all accounts they should be in intensive therapy, crippled with the angst that turns most teenagers into emo psychopaths. But they’re not. They’re holding it together. Hell, they’re probably aware of what I’m thinking right now. Since I’m not having a crippling seizure, I think that says a lot.”

Danielle looked over towards the three young teens. There was no question they had been through a lot. Mindee, Phoebee, and Celeste just recently buried their two sisters. Being a hive mind, it was like burying a part of themselves. However, they weren’t overwhelmed with sorrow. They remained strong and ready for the next challenge.

“I’m not trying to give you the whole you-don’t-have-it-as-bad-as-you-think speech. I always hated it when my asshole father told me that,” said Tabitha, “My point is that we’re all pretty messed up in our own special way. Ours just happen to be special enough to qualify us for Miss Frost’s team.”

“I’m trying to see your point, but I’m not sure I get the full story here,” said Danielle, still fixated on the Cuckoos.

“I’m getting a C-minus in English. Cut me some slack,” she shrugged, “My point is we’re messed up and somehow we haven’t subscribed to Magneto’s philosophy of go-batshit-and-kill-all-humans. We also haven’t run away from Warpath and Sunfire’s training regimen like the others so Miss Frost must see something in us.”

“So we should trust her judgment in us and take a chance?”

“See? Now that’s why I copy your notes in algebra class. You’re smarter than you give yourself credit for, Dani. If I’m that far behind and can still give this X-Factor deal a shot, then so can you.”

Tabitha had an interesting way of making a point, but Danielle got the message. They were all taking plenty of chances by being part of this. She seemed to be the only one with doubts. However, she wanted this too. Their options as mutants were limited in this world. They had to make the most of whatever opportunities came their way.

Danielle settled down along with Tabitha while the Sam, Noriko, Julian, and Roberto continued their video game war. They were ready to relax again when the doors to the rec room burst opened and Emma Frost stormed in with Warpath and Sunfire.

“Uh…are we in trouble?” wondered Sam.

“Put the video games down, children. Time for some more mature activities,” said Emma Frost firmly.

“These activities wouldn’t involve another pop-quiz coupled with a training session, would it?” groaned Julian.

“Not this time, my little Hellion,” she replied coyly, “I need you all to suit up in the new uniforms I so generously paid for. X-Factor has its first mission.”

“A mission?” Danielle repeated nervously.

“As in one that involves more than just sitting in a van and playing defense?” said Noriko.

“If stopping a rampaging mutant that happens to be heading towards our school qualifies as more, then I would certainly say so.”

Nobody could question Miss Frost’s standards. The young students of the Academy of Tomorrow exchanged glances. This was the real deal. For the first time, they were going on a mission and it happened to involve protecting their school.

“What kind of rampaging mutant are we talking about here?” asked Roberto.

“Is it Juggernaut or something? Because I think that may be a bit too advanced for us,” said Sam.

“Do you really think we are that cruel, Samuel?” said Warpath, “We wouldn’t send you out on a dangerous mission if we weren’t certain you could handle it.”

“This is just the kind of mission you’ve been training for,” added Sunfire, “We’ve added some extra motivation as well. Professor Charles Xavier and his X-men are here to watch you in action.”

“Dude! We get to kick ass in front of the X-men?” exclaimed Tabitha with newfound excitement.

“More than two of them this time this time?” asked Julian with more enthusiasm as well.

“I could go over the finer details, but by the time I’m done that rampaging mutant I mentioned would be tearing down our gates,” said Emma, “Now hurry up and get changed!”

“Even us, Miss Frost?” asked Mindee, Phoebee, and Celeste in unison.

“Especially you, my girls,” she said strongly, “Consider this your first exam. There will be no middle grades here. It’s either pass or fail. We’ve much at stake and a grand stage to showcase our talents. For that reason, we must be nothing short of astonishing.”

Downtown Boston

“OUT OF MY WAY! I NEED TO GET TO THE X-MEN!”

The desperate voice of Santo Vaccarro brought terror to the streets of Boston. It was late in the day and rush hour traffic had already clogged the streets. This was the worst possible time for a rampage. Santo, his rocky body having grown to twice its original size, was pushing over cars and crushing everything in his path. This led to dozens of Bostonians rushing out of their cars and running for their lives.

“Run for cover! We’ve got a raging mutie on our hands!” yelled one civilian.

“The MSA better get their ass down here! This looks like a freak that needs to be put down,” said another.

The dazed mutant moved faster, caring little about the terrified screams he evoked. His mind was too narrow and focused. His sole focus was finding the X-men. They could help him. They had to.

‘I know they’re close. That article in the paper the other day…something about the X-men having another school in Boston. I must get to it! I won’t go running into the sewers or get hauled off by the MSA. I may be a freak, that’s NOT going to be my life.’

Santo kept storming along, pushing aside empty cars and stepping over terrified civilians along the way. He was heading east. That’s where this school he read about was supposed to be. Even if he did and these powers were making him crazy, he was still going to try. Nothing could stand in his way.

He was nearing another busy intersection. The traffic had come to a standstill as people ahead who had seen him coming tried to get out of the way. In addition, there were a couple of police cruisers parked along the curb. They did not look like they were from the MSA. They were regular Boston PD. When they saw him pushing over cars, they rushed up to the curb and drew their guns.

“Attention mutant. This is the Boston PD,” one of them said over a loudspeaker, “Stop right where you are and put your hands up!”

“Not gonna happen. Now back the fuck off!” yelled Santo.

“The MSA is already on their way. You’ll be making it a lot easier on yourself if you calm down and work with us.”

“NO! NO MSA! I WON’T LET THEM TAKE ME!”

Fueled by irrational rage, Santo grabbed a nearby compact car and threw it at the police cruiser. The two officers had to duck out of the way to avoid the oncoming car. They didn’t get hurt, but now they had an idea for what they were up against.

“Damn! How much longer until the MSA get here?” groaned the officer that had been using the loudspeaker.

“The chief told me they’re ETA is still twenty minutes at least,” said his partner.

“By then he could be halfway across the city!”

“You want to be a hero, be my guest. I don’t think even SWAT’s weapons will do much good against that rocky skin of his.”

The police were as helpless as the terrified civilians. The two officers didn’t bother wasting bullets. They could only make things worse by pissing this mutant off. Until the MSA arrived, they were helpless. All they could do was protect the civilians and hope someone came along to put a stop to this mess.

Santo moved with more urgency now, tearing through the streets of Downtown Boston in his desperate bid to find the X-men. He was so focused he didn’t even realize that the X-men had already found him. Professor Charles Xavier along with Cyclops, Phoenix, Psylocke, Shadowcat, and Storm arrived moments ago via the X-jet. Emma Frost, James Proudstar, and Shiro Yoshida were with them. They were still processing the situation. Whenever a mutant went crazy in the middle of a busy city, it did not bode well for them or mutants in general.

“We should be down there putting a stop to this,” said Shadowcat strongly, “This is no place to test drive your team of amateurs, Frost.”

“You act as though that’s Juggernaut down there,” scoffed Emma, “What would you rather have? A mini-sentinel that shoots green jello?”

“You are playing a dangerous game, Emma. If this mission goes bad, it won’t look good for your school or anyone for that matter,” said Cyclops in a serious yet calm tone.

“And I don’t think the MSA will be very understanding,” added Professor Xavier, “I would rather not explain to them why we stood by and allowed this scene to unfold. Our partnership is already tenuous after that incident in Colorado.”

“Sorry if you have to be inconvenienced, Professor. But you of all people should know that some skills can only be learned by experienced,” said Warpath, “You’re students were inexperienced teenagers once. Some of them still are.”

“Hey! I may be a teenager, but I’m plenty experienced,” said Shadowcat, noticing how the Native American mutant gazed at her in particular.

Sunfire grabbed Warpath by the shoulder and pulled him back. His history with the X-men was not doing him any favors. They got Professor Xavier and the X-men to give them a chance. They didn’t need to give them reasons to regret it.

“What Warpath means to say is that we’ve trained our students well,” said Sunfire, shooting his associate a stern gaze.

“Indeed we have,” said Emma, “Now it’s time they earn their place.”

“Not to question your teaching style, but we’re going to stay on standby anyways,” said Phoenix apprehensively.

“Yes, we should be ready to assist if this goes badly,” said Storm, watching anxiously at the distraught mutant down below.

“Prepare all you want. I’m confident my students won’t need it,” said Emma with a grin, “I’ve already signaled X-Factor to get in position. They have their objective. Give them a chance to execute it.”

“X-Factor? That’s the best name you could come up with?” said Psylocke dryly.

“If the name of my team bothers you, then why don’t you wait in the X-jet and come up with another X-name that that the X-men find acceptable,” said Emma coarsely, “Otherwise, stand back and watch my students work.”

Emma was pretty confident, but it was hard for the X-men to share that confidence. This was a task they had been handling for years. They knew all too well how it could go wrong. The idea of delegating those duties to a group of young mutants did not sit well. Despite these reservations, they gave X-Factor a chance to follow the lofty example they worked so hard to set.

On the streets below, Santo was now standing in the middle of the intersection. The police were on the run and the civilians were clearing out, leaving a relatively clear path ahead and dozens of cars still in his way. With each step he took, his confusion grew. It was still like being in a nightmare that he couldn’t wake up from. He struggled just keeping his mind together.

‘Can’t…lose…focus! The X-men…they’ll make me…better.’

Through his daze, he saw some strange figures emerge in the distance. They were making their way towards him from down the street. The civilians and police didn’t seem to notice them. They weren’t dressed like cops or MSA officers either. They were wearing these strange blue and white uniforms with masks covering parts of their faces.

“Am I going crazy already?” wondered Santo as he stopped for a moment, “Is it them? Have the X-men come to save me?”

He was not in a clear state of mind and X-Factor sensed that. They weren’t the X-men, but this guy would have to make due. This was X-Factor’s mission. Armed with their new uniforms and masks that were reflective of the X-men’s old vigilante style, they prepared to face off against this confused mutant.

The team was led by Sam Guthrie, now going by the codename Cannonball. Behind him were Julian “Hellion” Keller, Noriko “Surge” Ashida, Roberto “Sunspot” DaCosta, Tabitha “Boomer” Smith, and Danielle “Mirage” Moonstar. The Stepford Cuckoos were also among them, but in a supporting role. They were part of a bold plan that Miss Frost, Warpath, and Sunfire laid out for them.

“Okay X-Factor, time to break in these new uniforms,” said Cannonball.

“Explain to me again why we’re wearing masks?” asked Roberto, “Didn’t this already go out of style with the X-men?”

“We’re not the X-men. We’re the new kids on the block,” said Surge, “Besides, I like the masks.”

“We can talk fashion later,” said Cannonball, “Right now, the Cuckoos are using their telepathy to scan this fella’s mind. That should give us an idea of what we’re up against.”

As they reached the intersection, Santo’s confusion grew. These new figures were dressed like the X-men, but they sure didn’t look the part. Perhaps his mind was playing tricks on him or this was some elaborate trap by the MSA. A lot of disturbing possibilities coursed through his mind.

‘It’s not them! No wait…isn’t he that Shadowcat? Or is it Rogue? Augh! Why can’t I see straight?’

These musings did not go unnoticed. The Cuckoos made their presence felt with the rest of X-Factor through their telepathy. Their minds linked up with the team, sending messages that all six of them could hear.

‘It’s worse than we thought, Cannonball. This poor guy’s name is Santo Vaccarro. He was walking out from a gas station late at night and was hit by a truck. During the impact his mutation manifested, which seems to involve forming a rocky shell around his body.’

“We have eyes. We don’t need telepathy to figure that out,” said Hellion as they all stopped near the intersection.

‘You’ll probably need it more than your eyes to combat Mr. Vaccarro’s unstable mind. His psyche is in a state of chaos. The sudden manifestation of his powers has left him confused and unbalanced. For whatever reason, he thinks that finding the X-men will help him.’

“Sucks for him because he’s stuck with us,” said Boomer.

“Let’s not make that a bad thing and get this over with quickly,” said Cannonball, “We’ll need to coordinate so the Cuckoos can work on stabilizing that mind of his. We also gotta keep the civilians outta the way.”

“Easier done than said, Cannonball. I’ve been casting illusions since we got out of the X-jet. I’ve made sure the police and civilians don’t notice us,” said Mirage, her eyes glowing to indicate that she was using her powers, “I’ve also made sure they notice all the necessary escape routes.”

“That should give us plenty of room to put on our own little show,” grinned Roberto, already powered up with solar energy.

X-Factor stood poised to make their first move. But by now Santo Vaccarro’s troubled mind had processed the figures before him. It took him a moment to understand what he was looking at. When he did, his confusion turned to rage.

“NO! YOU’RE NOT THE X-MEN!” he yelled.

Without much thought, Santo grabbed another car and threw it right at X-Factor. This time he didn’t throw a compact car. Instead, he threw a heavy pick-up truck loaded with cinderblocks. It was an unexpected show of strength that caught the team off guard.

“Incoming!” yelled Hellion.

“Ah got it,” said Cannonball.

Boomer, Mirage, Sunspot, and Surge got out of the way while Hellion and Cannonball deflected the incoming truck. It came so fast Hellion barely had time to slow it down with his telekinesis so his teammates could escape. Once it was steadied, Cannonball finished it off by going into blast mode and striking the truck at full speed to knock it back into the intersection.

“Whoa…guy’s a bigger X-men fan than I thought,” said Sunspot.

“Just be glad he’s not an angry Star Trek fan,” said Boomer, already forming some bombs in her hands.

“Since he threw the first punch, does that mean we’ll skip the whole we’re-trying-to-help speech?” wondered Surge as she dusted herself off.

“If he won’t calm down, we’ll have to do it for him,” said Cannonball, “You know what that means.”

“The guy threw a damn truck at me. He’s earned it,” grunted Hellion.

X-Factor began their attack, not bothering with efforts to coax him out of his enraged state. They left that for the Cuckoos to settle his chaotic mind. That meant their job was to wear this Santo Vaccarro down and prevent him from doing any further damage.

Their attack began with a barrage of firepower. Hellion and Boomer met up and hurled waves of telekinesis and charged plasma bombs at Santo. Boomer set her bombs to go off as soon as they hit the rocky figure. This along with Hellion’s telekinesis caught him off guard and off balance. He stumbled and fell flat on his bac, but the force of the blasts did little damage to his rocky form.

“Now I know you’re not the X-men. They would never attack an innocent mutant!” grunted Santo as he pulled himself up.

“You’re throwing a tantrum in the middle of a crowded city. Your definition for innocence is very skewed, amigo,” said Sunspot.

Before Santo could fully get up, Sunspot slugged him with a punishing right cross. The solar energy he collected allowed him to hit much harder than any normal human while preventing his hand from being shattered by his rocky skin. Even so, he felt like punching a slab of granite.

“Damn! That skin is harder than I thought,” he said, rubbing his hand.

“Allow me to assist,” said Surge.

“Uh…don’t know if you slept through physics, Surge, but rock isn’t known for conducting electricity,” said Danielle, who was right behind her.

“Who says I was aiming for him?” she responded cryptically.

Clenching her fists, Surge formed a halo of powerful sparks around her body. She then concentrated them into a bright ball of energy and unleashed it with blinding force, but she didn’t shoot it at Santo. Instead, she aimed for the traffic light hanging above him. When the lightning struck it, a burst of blinding sparks showered down upon the unstable mutant. He had to cover his eyes and stumble back. It was quite a display of power, barely missing Sunspot in the process.

“Ow! Watch your aim, Surge,” said the Brazilian mutant, feeling a bit of a sting from a stray spark.

“Thought you were supposed to be strong when you’re all fired up,” teased Surge, “Cannonball, finish this off so we can make fun of Sunspot for the rest of the day.”

“Already on it!” shouted Cannonball from above.

Still in blast mode, Cannonball soared over the streets of downtown Boston. He built up plenty of energy and speed, preparing to deliver a blow that would hopefully put a stop to Santo’s rampage.

Once in position, he swirled around and swooped down from the other end of the street in a powerful arc. He was going so fast by the time he reached the surface that a few cars were knocked aside by the blast wave. His sights were set squarely on Santo. He was still rubbing his eyes from Surges blinding attack. When his vision finally cleared, he saw Cannonball flying right at him. He had only a split second to brace himself.

“Son-of-a…”

That was all he got out before the crushing impact silenced him and unleashed a shockwave that blew out a few nearby windows in the process. Santo, despite his heavy rocky form, was knocked back. He landed with such a hard thud that it left a large indentation in the pavement. With a hit like that, it seemed unlikely that Santo would be in any condition to fight.

“I think that qualifies as a knockout blow,” said Boomer.

“Nice hit, Cannonball! You’re way better at this than you are at Guitar Hero,” said Hellion.

“Just don’t say Ah cheated this time,” said Cannonball as he landed next to his teammates, “Now let’s go make sure he’s out.”

“He better be,” said Sunspot, “If the Cuckoos couldn’t knock him out telepathically, then this is our best bet.”

The team gathered around the middle of the intersection. Cannonball, Hellion, Surge, Boomer, Sunspot, and Mirage each stood around the perimeter of the indent and looked over the unmoving form of Santo Vaccarro. He appeared to be out cold. His eyes were closed and he wasn’t moving. Cannonball’s attack seemed to do the trick.

“He looks out cold to me,” said Surge.

“That mean we can go get our shallow approval from Miss Frost?” said Boomer, “Or might she actually give a little praise this time?”

“Ah don’t know if praise is what we should hope for,” said Cannonball as he took a closer look, “Knowing Miss Frost, we’ll probably have to…”

Suddenly, Cannonball was silenced by an unexpected attack. Santo’s arm shot up and grabbed him by the neck in a rocky grasp as the rocky figure’s eyes shot open.

“Think that hurt?” he seethed, “I’ll show you real hurt!”

With newfound anger, Santo Vaccorro shot up and threw Cannonball like a baseball right at his teammates. Every member of X-Factor was momentarily shocked. As soon as Santo released Cannonball from his grip, he instinctively started blasting and he flew right into Surge and Boomer. This sent them tumbling to the hard pavement, messing up their new uniforms and leaving plenty of bruises in the process. Now burning with rage, Santo prepared to take his new frustrations out on the rest of them.

“Cannonball!” exclaimed Hellion.

“Guess he needs another…” began Sunspot.

“NOT THIS TIME!” roared the rocky figure.

Before Sunspot could launch another attack, Santo struck the fiery mutant with a devastating uppercut. Even in his solar powered form, the impact was devastating. Sunspot was sent flying back towards Cannonball, Boomer, and Surge. His flames also faded in the process, having lost his focus and his poise.

Now Santo set his sights on Hellion and Mirage. The rock around his body actually shifted, becoming more jagged to reflect his heightened rage. He clenched his fists, looking ready to tear into anything and anyone in front of him.

“Get behind me, Mirage! I got this,” said Hellion confidently.

“OH REALLY? I’VE GOT SOMETHING BETTER!” yelled Santo.

Through seething anger, he grabbed a chunk of the pavement that was about the size of a small car and slammed it down against Hellion. The young mutant instinctively put up a telekinetic bubble, but the impact was a lot stronger than he expected. His barrier quickly crumbled and he fell to his knees at the sudden strain on his mind.

“Ungh!” he grunted, blood now coming down his nose, “That…hurt.”

“So will this!” yelled Santo.

He still had a chunk of the pavement in his right hand. With it, he formed a fist. In the process, some of the rock was absorbed into his skin. It created a thicker and stronger shell around his hand. Gritting his teeth intently, he hit what was left of Hellion’s telekinetic barrier. This time it shattered completely and the resulting force knocked the young mutant flat on his back.

Now only Mirage stood in Santo’s way. She stared down an angry Santo Vaccarro, who wasn’t even yelling for the X-men anymore. Now he was utterly consumed by irrational anger and confusion. With her teammates down for the count, it was up to her now.

“Is it too late to ask that we talk about this?” asked Mirage as she slowly backed away from the approaching figure.

“I swear…I’ll crush you!” yelled Santo.

“Just checking,” she said warily, “Earlier you sounded like a confused young man looking for help. Is that man still in there?”

“I’LL CRUSH ALL OF YOU!” he yelled again.

“I see,” she grumbled, “Guess I’ll have to see for myself if that man is truly lost.”

Mirage stopped backing away and prepared to face the approaching Santo. She seemed horribly overmatched. This was not lost on Cannonball, Sunspot, Surge, and Boomer. They had just started gathering themselves from the blows they took earlier and emerged just in time to watch this scene unfold before them.

“Mirage…we have to help her,” said a sore and dazed Surge.

“Wait!” said Cannonball, forcibly holding her back, “Ah’ve seen this strategy from Mirage before. Let’s see how it plays out.”

“What strategy are you talking about?” asked Boomer warily.

“Remember that time she played that trick on Dr. Nemesis?” Cannonball reminded them.

“You’ll have to be more specific,” she quipped.

“The one that earned us all a pop quiz and a three a.m. training session.”

Surge, Boomer, and Sunspot quickly surmised what Cannonball was referring to. It was a pretty brazen move. But since their initial attack had failed miserably, they needed a new tactic and Mirage was in a perfect position to pull it off.

Santo didn’t look like he was going to calm down. Now standing within a few feet of Mirage, he was prepared to strike her. Hellion was still dazed so there would be no telekinetic protection this time.

“You’re not going to do it, Santo. I don’t believe you’re that cruel,” she said in a calm tone.

“Get out…of my way!” he seethed.

“You’re not a monster. Come on, Santo. Don’t prove me wrong,” said Mirage strongly.

“SHUT UP!”

Not heeding Mirage’s pleas, Santo clenched the same fist he used to strike Hellion and slammed it right down onto the young woman before him. This time there was no telekinesis blocking him. This time he struck regular bone and flesh. As a result, Mirage didn’t stand a chance. He felt her body crumble under his strength. It was a sickening feeling, blood and torn covering his rocky skin. Even though the rock, he felt it. When he rose his fist, all that was left was a mangled body with a vacant gaze etched in her face.

It took a moment for Santo Vaccarro to process what he just did. In seeing the look on her face, his anger was quickly replaced with sheer horror. Within seconds, his rage gave way to shock. He looked at his bloodied hand and then at the body before him. He had really done it. He just killed a girl with his bare hands.

“Oh God…what have I done?” he gasped.

A sickening feeling set in as Santo fell to his knees and looked over the mangled body before him. There was so much blood and so many broken bones that it was hard to even make out a human shape. There was just a mangled collection of wounded flesh. It was the most horrific sight Santo Vaccarro had ever seen and it was all done with his hands.

“No!” he cried out, “I…I didn’t mean to…I couldn’t!”

It was a ghastly scene as Santo held the remnants of the body in his arms. He was so horrified that he didn’t notice that X-Factor was remarkably calm despite what he just did. The sight was still pretty gruesome, but they were not showing any concern and for good reason.

“How much longer? I’m getting queasy here,” groaned Sunspot.

“Wait for it…” said Cannonball.

Santo continued to lament. He kept shaking his head in remorse. It was all too much for him. He could not take this.

“She was right…I am a monster,” he cried.

‘No Mr. Vaccarro. You are not.’

Santo gasped at the sound of three mysterious voices in his head. Still reeling from what he just did, it felt as though he was truly losing his mind.

“WHO’S THERE? WHAT DO YOU WANT? STOP TORMENTING ME!”

‘We’re not tormenting you, Santo. We’re trying to reassure you. In your sorrow your mind has finally opened to us. Now we can help you.’

“NO! I DON’T DESERVE HELP ANYMORE! I KILLED SOMEONE!”

‘Did you? Look behind you.’

He did as the voices asked. To his shock, the same girl he thought he murdered in cold blood earlier was standing right before him. She was helping up Hellion, looking as healthy and alive as ever. He quickly looked down at his hands to discover they were no longer stained with blood. His supposed victim even looked towards him and waved. It left Santo confused yet very relieved.

“What? But how…”

‘An illusion, that’s all. It was the only way to get you out of your maddened state of mind. We apologize that we had to resort to such measures, but it was necessary. Now that your mind is coherent once more, you can begin accepting what you are. You are a mutant, not a monster. We at the Academy of Tomorrow will help you realize that.’

“I’m not a monster,” he repeated.

‘Indeed, Santo. Now go ahead and sleep. You’ve had a long day.’

“Hnn…”

The young mutant’s eyes rolled into the back of his head and he passed out into a deep sleep. It came courtesy of the Stepford Cuckoos, who had finally emerged from the other side of the intersection. They had been hard at work trying to reach Santo’s mind since this battle began. Now that they had finished the job, they rejoined the rest of X-Factor.

Cannonball, Surge, Sunspot, and Boomer met up with Mirage and Hellion. They joined the Cuckoos and stood over the unconscious body of Santo Vaccarro. This time they were sure he was out.

“Is it safe this time? Or is he gonna reach up and grab me again?” asked Cannonball.

“It’s safe. We promise,” said Mindee, Phoebe, and Celeste in unison.

“So does that mean we did it? Does that mean we succeeded in our first mission?” wondered Surge.

“I’d say so. Thanks to you, Dani,” said Sunspot.

“I hope I wasn’t too harsh with my illusions,” she said.

“After the hits he laid on us? I’d say it was appropriate,” said Hellion, his head still clearly throbbing.

“I should still probably apologize once he wakes up.”

“Considering the damage he did to Downtown Boston, I think we’re just about even,” said Surge.

It was a proud moment for X-Factor. They faced a dangerous threat in this confused young man and they succeeded in putting a stop to it in front of their teachers and the X-men. That left Cannonball, Mirage, Sunspot, Surge, Hellion, Boomer, and the Stepford Cuckoos feeling pretty accomplished. Hopefully, it was the first of many such feelings.

While they were standing in triumph over the unconscious body, the X-men assessed the scene from the rooftops above. Emma, Warpath, and Sunfire looked upon their students with pride. It wasn’t the cleanest execution for a mission. At times, Professor Xavier and the X-men were tempted to intervene. They reluctantly held back and were relieved to see it all work out.

“Wow…they really did it. They really pulled it off,” said a bewildered Shadowcat.

“That illusion from Mirage was a little extreme though,” said Phoenix.

“It was still a brilliant strategy,” remarked Cyclops, “They used deception to disorient and outsmart someone whose strength they clearly underestimated.”

“Doing what we do, there has to be some arrogance in the mix,” said Warpath.

“They seem to have a little more than some, but I’ll say it anyways. They did good,” said Psylocke.

“We hope they continue to do better,” said Sunfire, “Now that the mutant issue has grown, others besides the X-men must step up.”

“In more ways than one,” added Emma, “Besides, we can’t have you X-men doing all the work. You may not care for X-Factor’s help, but you’re getting it anyways.”

“That’s something we can gladly live with,” said Storm with a smile.

It was an exciting development. For so long the X-men were the only show in town, bearing the full burden of the human/mutant conflict. Now they had another team following their example.

In many ways X-Factor was a lot like the early incarnations of the X-men. They were a bunch of talented young mutants running around in masks, using their powers to do good in a world that hated and feared them. They were a new generation that took the principles of the X-men and followed them in their own right.

For Charles Xavier, he couldn’t have been more proud. It was a bit nerve-racking watching this battle unfold, but he still gave them a chance and X-Factor made good use of it. Seeing them succeed put a smile on his face. It was amazing to think his X-men had inspired others. It was just as rewarding to see Emma Frost work so hard to redeem herself after the mistakes she had made.

“What say you, Charles? Has X-Factor met and exceeded your expectation?” asked Emma boldly.

“Without reservation, I’d definitely say so,” said Professor Xavier with a grin, “I’m very proud of you, Emma. You’re doing a wonderful thing with these kids.”

“Does that mean you’ll be willing to call your friends at the MSA and clean this up?”

“There’s always a catch. Isn’t there, Emma?” teased Phoenix.

“Oh it’s no catch. I’ll take care of the logistics with General Grimshaw,” assured Xavier, “I’m sure he’ll be just as intrigued to have another option for wayward mutants, especially ones such as Santo. Although I can’t guarantee he won’t face penalties.”

“No worries there, Charles. My academy has strong policies when it comes to discipline,” said Emma.

“I’m sure the male students won’t mind one bit. Especially with your tastes in business attire,” commented Shadowcat.

Emma and the rest of the team turned towards Kitty with a bemused look. She just smiled and shrugged. To her surprise, Emma smiled as well. She was feeling too accomplished to let some casual remark bring her down from this momentous triumph.

“My fashion tastes aside, I hope you X-men accept that you’re not the only game in town anymore. Your mission may be evolving, but there is still a place for old fashioned heroics.”

“Agreed,” said Xavier, “From what I’ve witnessed today, I’m convinced these promising young mutants are in good hands. I can think of no one more fitting to lead them than you, Emma.”

Next Issue: School Daze

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