Date: Mon, 14 Apr 2003 20:51:02 -0400
From: Jonathan <ncsuguy@hotmail.com>
Subject: The Ultimate X-Men 3

First off, I know nothing of the sexuality of any person mentioned in this
story. And I don't know any of them and never will.

Secondly, X-Men and all its characters are created by Stan Lee. Copyright
of Marvel Comics and 20th Century Fox.

Third, email if you want.:) xmanpaul@hotmail.com
This story is based off The Ultimate X-Men comic strip. The story, however,
will be quite different from the comic book. So read on if you want.

<Indicates telepathic conversations>
'Indicates someone think to themselves'
{Indicates communication over a comlink.}


Chapter 3



"Peter, what are we going to do to stop these robot things?" Paul asked.

"They are called Sentinels?" Peter answered with little emotion.

"Ok, what are we going to do to stop these Sentinels?" Paul asked again.

"The Sentinels are highly advanced robots built to hunt down and destroy
mutants. They have the ability to scan people and confirm a mutant gene in
them. That is how they tell the difference between human and
mutant. Though, usually, they end up killing more humans than mutants."
Professor X said joining the conversation.

"Who would allow a program like this? Especially if they kill humans." Paul
asked.

"The United States Government is behind the program. The President signed
the bill into effect only a month ago and they have now started use of the
program." The Prof. answered.

"What keeps them from locking on to our mutant signatures?" Paul asked
another question.

"Our uniforms are made out of a special material produced to suppress our
mutant signature from sentinel scans." Jean said.

"Ok," Paul said shocked by the information, "How do we deal with them? Oh
and I don't have a uniform." Paul pointed out.

"Well, you and I will remain the jet and obverse the battle. Peter and Jean
will join the others in battling the Sentinels. Now if you will excuse me,
I need to do some work on the computer. And I can't get you a uniform right
now." the Professor stated as he rolled to computer console and slipped a
helmet over his head and closed his eyes.

"What is he doing?" Paul asked Peter.

"I'm not exactly sure what he is doing, but that is Cerebro. A computer
system the Professor uses to detect other mutant over long a distance."
Peter said in what sounded like a highly irritated voice.


'What is his problem?' Paul thought to himself.

<Don't worry its nothing personal, he's always like that. Peter's not that
good at making friends. > Jean said.

'I can't believe she said that out loud!?!' Paul thought.

<I didn't. I said it to you. Telepathically that is. It really comes in
handy sometimes. Peter really is a good guy he just has issues with meeting
new people. Hell, I've known him for almost two weeks and we just started
having conversations like a few days ago. > Jean returned.

<Ok, well obviously you're a telepath, what are Peter's abilities? > Paul
asked.

<He has the ability to change his skin into an organic steel-like
stuff. Makes him pretty strong and pretty durable. His codename's Colossus,
mines Marvel Girl. > Jean answered.

Before Paul could Jean spoke. "Professor, we are approaching New York
City."

"Good, bring the jet down close to Time Square. The Sentinels, I believe,
are tracking a very young mutant by the name of Bobby Drake. I've been in
contact with his parents for sometime, but I have not talked to Bobby
directly. I'm not sure he knows what he is. He is alone and very
scared. There are only two mutant signature that I detected in the area, so
the Sentinel are at least after him." stated the Professor.

{Scott, Peter and I are on our way in. What's the situation?} Jean asked
into her comlink.

{There were eight to begin with, and now we're down to six. We could really
use your help, come quick.} Scott answered.

{On our way, Cyclops.} Jean returned as she set the jet down on the top on
a building.


 *****

"Come on Storm you can do it." Scott pleaded.

"No, no I can't. I won't." replied Storm firmly.

"You've been training with the Professor, you can do it. Please, peoples
lives depend on us." Scott said.

"Cyclops, last time I used my powers in public I almost fried a playground
full of twelve year olds." Storm argued to afraid to hurt anyone in the
area.

"Ororo, come on girl. You can to this just concentrate." Cyclops said.

"Ok, fine. I'll try, but if I take out part of Manhattan, it's on you."

Storm stepped forward and raised her arms to the sky. Her eyes turned solid
white and sky light up with a large lighting bolt flying from the sky.

"So much for the girl for who can't control her powers. You just took out
three Sentinels in one shot." Scott said excitedly looking back at
Storm. "Oh damn." Scott said when saw Storm had passed out.

 ***** {Beast, how are you doing up there?} Cyclops asked over the comlink.

{I'm fairing well. However, I think that the girl I saved from the falling
debris seemed to be a mutant. The sentinels are locked on to me and
following me everywhere.} Beast responded.

	Beast continued dodging laser blasts from the sentinels while
carrying the girl with him. He kept clinging on to the ledges of the
skyscraper he was on. In the reflection of another building in front of him
he saw a sentinel getting ready to come around the corner the building he
was on. With the other one still behind him, he maneuvered so that he was
between the two sentinels. When he rounded the corner both sentinels were
right in front of each other. Both fire lasers from their hands. Beast
leapt out of the way just in time. The laser beams hit the opposing
sentinels and sent them falling to the ground in metal wrecks.

{Two sentinels destroyed.} Beast reported into his comlink.

{Good job, get the girl to the jet and then come help us find the other
mutant.} Cyclops order.

{Affirmative.}

 *****

<Professor, where is Bobby? We can't find him. > Marvel Girl asked.

<He's 250 yards south of your position, Jean. You must hurry, you are the
closet. There is a sentinel headed right for him. > the Professor answered.

"She'll never get there in time Professor. Let me go. I can at least try."
Paul said.

<We have another problem. Storm only took out two and a half. The head of
one of the sentinels is heading from a crowd of people. > Marvel girl
stated.

"Fine, Paul you go and try to get Boddy out. Do not engage the sentinel
directly unless you must. Try to get both of you back here, ok?" Professor
X said calmly.

"Yes sir." Paul answered, then turning and ran out of the jet. He jumped
from the top of the building and took of across the sky heading from the
spot that Bobby was at.

 *****

"I can't hold it back much longer. These are heavy." Marvel Girl said as
she strained to hold the half sentinel in place with her telekinesis.

	Out of nowhere, over her head a transfer truck flew into the half
sentinel blew up. Jean turned around a saw a smiling Colossus.

"Good shot." Marvel Girl said congratulated Colossus.

"Thanks, one left." with that said they both took off running in the
direction of the last sentinel.

 *****

	As Paul landed he saw the sentinel heading for a bus sitting in the
road. As the sentinel began to reach for the bus Paul extended his hand
into the air and picked the bus straight off the ground and towards
him. Paul was now standing some 75 yards away from the sentinel. He sat the
bus down and headed inside. He looked around a saw a young boy huddled on
the floor inside the bus.

"Bobby Drake?" Paul asked and the boy looked up at him. "I'm here to help
you, but we have to go now."

	All of the sudden the bus began to move. The sentinel had picked up
the bus and was bringing to its eye level.

"Ok, we have to go." Paul pulled Bobby into his arms with his mental
abilities. He took a running leap out of the bus as the bus exploded
between the sentinel's hands. The power of the explosion propelled them
through the air, but Paul stopped their descent. Paul carried them as fast
as he possibly could, but out of the corner of his eye he saw a guy run on
to the scene. The man dressed in the same uniform as Jean and Peter let
loose a bolt of red energy form his eyes. The bolt hit the sentinel and
knocked it a little off balance. Paul landed on the ground sat Bobby behind
a building.

"You stay here. I'll be right back." Paul said. 'I can't let that guy take
on that thing alone.'

	Paul lifted off the ground and headed back toward the battle. As he
neared he saw the guy was gripped in one of the sentinels hands. Paul saw
movement on the other side of the street. It was Jean and Peter.

A red beam hit the sentinel right in its face and its head blew
off. Cyclops was released from the sentinel and started to fall. {A little
assistance here please!} Scott yelled into his comm.

{You're covered.} Marvel Girl said as she caught him telekinetically and he
landed softly.

	The sentinel's body began to fall towards a very large group of
people lining the street. Paul figured he had to do something about it. He
reached out his hands and extended his mind to try to stop the sentinel in
midair. The sentinel slowed significantly, but was still falling slowly.

The strain was killing Paul. His head began to hurt very badly and he fell
to one knee. Suddenly the sentinel lifted into the air. Paul managed a look
over and he saw that Jean had joined his effort. He managed a nod and they
moved the sentinel into a safe area and sat it down.

"Ok, that wasn't fun." Paul stated to Jean as she walked up to him with an
excited look on her face.

"That was amazing! How did you do that?" Jean asked Paul as she helped him
up.

"Do what? I thought I did what I was suppose to do?" Paul said with a
questioning look on his face. He was rubbing his temples because his head
was still hurting.

"You stopped that sentinel almost dead in the air. You must have some
awesome telekinetic abilities." Jean said as the guy with the visor and
Peter walked up.

"Paul, this is Scott other wise know as Cyclops. Scott this is Paul. He's
the new addition." Jean said as I put my hand out of Scott to shake it. He
did smiling at Paul with a very beautiful smile. 'I wonder what color his
eyes are?' Paul thought to himself.

"Nice to meet you. Where's the kid?" Scott asked Paul, wondering about
Bobby.

"Oh, he's back behind that building." Paul answered him pointing.

"Ok, let's go get him and get out of here before we get jumped." Peter said
in his Russian accent.

	With that, they all headed to get Bobby and go back to the
X-Jet. When they got to the jet, it was started up and ready to leave. They
stepped onboard and Paul noticed three new people. One was a girl with
long, white hair and dark skin. There was another girl with brown hair
passed out in one of the chairs. Then there was a very large guy. Kind of
short and very stocky.

"Paul, this is Beast and Storm. Or Hank and Ororo." the Professor said to
Paul, both mutants nodded to Paul and smiled.

"Professor, who's that?" Scott said pointing to the girl that was passed
out.

"Not sure what her name is, but she is a mutant. Beast found her so we're
taking her with us. If she doesn't want to be in the academy we'll just
bring her back." the Professor stated.

	All got strapped into their seats. The jet took off and head north
towards the school.

 *****

"Wow, this place is huge." Paul said wide-eyed as they walked through the
lower levels of the school. "The Professor must be loaded. This place had
to cost the equivalent of a small country."

"Well, yeah it was expensive, but the professor didn't pay for it. We don't
know who did. All we know is that it was some kind of board of trustees or
something." Scott told Paul as they walked down the hall along with Peter
and Hank.

"This place gotta have a workout room, right?" Paul questioned smiling,
while turning around and walking backwards to face Scott.

"Of course, it's beside the hangar, back that way." Scott said throwing a
thump towards the area behind them.

"Great, then I can catch a workout before bed." Paul said happily.

"Well, lights-out is at 10:30." Scott said.

"Its only 9:15, that's plenty of time. Anybody wanna join me?" Paul asked
to all of them.

"No thank you, I've got some reading I what to catch up on." Hanks answered
first.

"I could go for a workout right now." Peter said.

"Cool, what about you Scott?" Paul asked as he turned back around to walk
the right way.

"Uh sure, but have hand to hand combat class at 7:30 in the morning. So I'm
not going to bed to late." Scott answered.

"Well, you already said that lights-out was at 10:30, so I'm assuming that
that means we're are suppose to be in bed at 10:30, right."

"Yup." Scott answered simply.

"So, are implying that I would brake the rules the first night that I'm
here?" Paul asked Scott with his patented sarcastic look. "And implying
that I would try to get you and Peter to brake the rules with me? I'm hurt,
hurt to the core."

"Scott wasn't implying that, he just has a problem with stating the
obvious." Hanks said before Scott could answer.

"He has to stick to the rules or his world might fall apart around him."
Peter added.

"Hey, I can be spontaneous if I want to be." Scott said receiving a look of
doubt from Hank. "I just don't usually want to be spontaneous."

"So, whose the hand to hand combat instructor?" Paul asked.

"Me." Scott said and getting a look of slightly shock from Paul.

"Oh, that's cool. Is that class mandatory?" Paul asked.

"Yes it is. Unless you take the efficiency test and pass." Peter answered
Paul's question this time.

"So, where can I put all my stuff?" Paul asked to anyone who would answer
him.

"The next available room is next to mine, so I guess you can put it in
there." Peter said.

"Ok, cool. And that would be where?" Paul asked continuing with his
questions.

"I'm going up there now so can just follow me. I'm figuring that the
Professor is putting you that room since it's the next one." Peter
finished.

"Great, lead the way Pete." Paul exclaimed. Peter looked at him with a
questioning look, but just shook is head. Peter led the way to the elevator
and up they went.


 *****


 [Knock, Knock.]

	Peter opened the door to see Paul standing on the other side. "You
ready to go workout?" Paul asked as stood in front of Peter's door dressed
a sleeveless t-shirt and workout shorts.

"Yes, isn't Scott going to?" Peter questioned.

"Yup, but I didn't know where his room is so couldn't go get him." Paul
stated.

"Oh yeah. Sorry, keep forgetting you don't know where everything is." Peter
said stepping out into the hall and shutting his door. "His room is right
down here."

 [Knock, Knock, Knock.]

"Yeah?" Scott said answering the door dressed in a tight t-shirt and some
jogging shorts. Paul couldn't help but look him over. He looked good! He
hoped no one had noticed him do, though. Sure enough they didn't.

"You ready to head to the workout room?" Peter asked is a slightly
emotionless, straight-to-the-point manner.

"Yeah, just let me grab my towel." Scott said retreating back into his
room.

"Okeydoke!" Paul said with a smile. Scott disappeared into this room to get
his towel. "I can't believe I just said 'okedoke'." Paul said looking at
Peter with embarrassment and shaking his head. Peter just chuckled to
himself. `Jean and him seem to get along well. I wonder if there dating?'
Paul idly thought while he waited. In a few second Scott exited his room
and they headed to the gym.


 *****


"How are you feeling Bobby?" questioned the Professor.

"I'm feeling as good I as possibly can, I guess." Bobby answered wearily.

"Good, now you need to get some rest and I will talk with you tomorrow
morning. We will contact your parents in the morning as well. I'm sure they
will like to know that you are all right. If you will wait one moment I
will show you where your room will be." Professor X said turning his
wheelchair around and moved toward Ororo.

"Are you feeling alright Ororo?" the Professor asked the weather-witch.

"Yeah, just all the concentration in took to use my powers overwhelmed
me. I'm sure I'll do better next time. Or at least not pass out." Ororo
said standing up form the medical bed.

"Yes, well you can go now. I suggest you get some rest." the Professor said
with a chuckle. He then turned his attention to Jean as Ororo walked from
the room.

"How is she doing, Jean?" Xavier asked Jean. He was referring to the brown
haired girl lying on the medical bed. She was a tall slender girl, and
looked very innocence lying there asleep.

"She is doing well. Apparently she passed out during the skirmish. I have
conformed that she is a mutant.." I Jean answered.

"Will she be alright to be placed in a room or does she need to be under
observation?" the Professor asked as he rounds around to the other side of
the medical bed.

"I want to keep her here, in the med-lab for observation tonight just as a
precaution. I was going to ask Hank to split the watch with tonight. I
don't want to leave her alone in chance she wakes up in the middle of the
night." Jean answered once again.

"Very well. Goodnight Jean, see you in the morning." the Professor turned
to leave the room, but before he got out he door Jean spoke up.

"Paul is a very powerful telekinetic. He's even more powerful than me. He
basically stopped that falling sentinel by himself. I'm sure that he will
be a great asset to the team.," she said.

"Yes, yes he is." he said agreeing. "Jean, are you alright?"

"Yes Professor, but I can't help feeling a little jealous. I was the
telekinetic on the team, and now I kind of feel replaced." Jean said with a
sigh. There was really no point in lying to Xavier.

"Jean," the professor began as rolled back toward Jean. "No one could ever
replace you, and Paul is not, or will ever be, a replacement just an
addition to our family." he finished.

"Honestly, I do know that, but I still feel these feelings. And to make
matters worse he's nice. If he was a jackass I wouldn't mind at all feeling
like this." Jean said with a half smile.

"Everything will work out for the best Jean. I'm sure you two will get
along famously. Now, goodnight Jean. Sleep well." Xavier said turning to
leave. "Let's go Bobby."

"Goodnight Professor. See you tomorrow." Jean responded as the Professor
and Bobby left the medical room.

{Hank, am I bothering you?} Jean said pressing a small button on a panel at
the wall.

{No Jean, how can I help you?} he answered back.

{I want to keep the girl that you rescued under observation tonight, and I
don't want to leave her alone. Would you be willing to slip the watch with
me over night? I don't her to wake up and be all alone.} she asked.

{Certainly, what do you want me to do?}

{Do you want to take first or second watch? It doesn't matter to me.} she
continued with the questions.

{First is fine with me. I'm not really tired right now anyway, and it will
give me sometime to read.} he answered her.

{Great, if you could come down to the medical bay that would be great.} she
said.

{I will be there in a minute.} and the comlink clicked off.


 *****


"Man this gym is awesome! Why do ya'll need some much equipment for like
eight people?" Paul asked as they walked you into the huge workout room.

"Someday, this place will be a school for many mutants. Professor Xavier
believes there will be hundreds of students here, so he is just planning
ahead." Scott said as he walked up to a locker to store his things in.

"That's cool. Is there a sparring room anywhere?" Paul asked looking
around.

"Yup, right through those door right there." Peter said pointing.

"Either one of ya'll what to spar?" Paul asked.

"Do even know any hand to hand combat moves, and what's up with the 'ya'll'
thing." Scott responded.

"Oh yeah. I know quite a bit about the martial arts, and ya'll is a
southern thing. Sorry if it bothers you, but I ain't gonna stop sayin' it."
Paul answered smiling.

"Ok then, I'll spar. And no, it does bother me. I just think it is funny
that's all." Scott finished returning Paul's smile.

"I'm glad you find my accent funny." Paul side as he walked toward the
sparring room. "Mind if I put on some music?" Paul asked Scott.

"No, not at all." he replied.

"You like rock?"

"Yup, sure do." Scott answered.

"This looks like a cd player to me." Paul said walking up to a panel on the
wall. Hit a button and put the cd in the rack. The cd player began to play
Evanescence and Paul turned the music up then turned backward Scott. "Full
contact below the neck? And well no hitting the valuables, ok?"

"Ok. You sure you what to do this? I've been studying hand to hand for
awhile now." Scott told Paul.

"Don't worry. So have I." Paul assured him taking a defensive position a
few feet in front of Scott.


 *****


"Hey Peter, what's going on?" Jean asked as she walked into the room still
in uniform.

"Hey, I thought you were in med-lab?" Peter asked her.

"I was, but Hank took over for me for awhile. What are you doing? I felt
you in here as I walked by."

"Scott and Paul are going spar." Peter said looking surprised.

"What?" Jean said shocked. "Does Paul know that Scott is our fighting
instructor and he's the best hand to hand fighter of all of us?"

"Yup, it was Paul's idea to spar. Apparently Paul's pretty good
himself. Hey, here they go." Peter said as the sparring began.


 *****


"When ever you're ready." Paul said.

	Scott punched at Paul's face, but Paul ducked out of the way
easily. "I thought we weren't hitting faces?"

"Sorry, figured if you couldn't dodge that then we probably shouldn't be
sparring." Scott retuned shrugging his shoulders.

	Scott kicked at Paul's chest and Paul backed out of the way. They
began to trade a series of punches, kicks, and blocks. Each keeping up with
the other. Paul swept at Scott's legs with his left leg, but Scott jump
over it. Paul stood and Scott jumped in the air for a roundhouse kick, Paul
ducked under it. Paul did a back handspring to increase the amount of
ground between him and Scott. Scott came at him with a right and left
punch. Paul blocked them both and managed to hit Scott in his
stomach. Scott recovered and went through a series of three kicks. Paul
blocked and dodged the first two, but the third hit him in the shoulder
knocking him to the side.

"Quite the aggressor, aren't we Scott?" Paul stated getting off the ground
by throwing his legs into he air and flipping upwards.

"Sorry, didn't hurt did I?" Scott said backing off a little.

"No not at all. I just like to talk, sorry. Back to the sparring." Paul did
a quick snap kick, which was blocked, then faked with his left and
committed with his right arm. He hit Scott square in the chest, but it
didn't seem to hurt him that much. They began throwing punches and kicks
again. Each blocking the others advances. Neither gained ground, neither
gave in.


 *****


"Ok, wow. Paul holding is own against Scott." Jean said amazed.

"And they both just started to sweat. They been fighting for 10 minutes
already, and neither on of them looks tired." Peter observed.

"I think Scott has found his match." Jean said.


 *****

"So how long do you want to keep this up?" Paul asked Scott hoping that he
would think he was tired.

"Let, we could go to three points. We both have one now so that shouldn't
be to long." Scott answered shrugging his shoulders. They just continued to
circle each other while talking.

"Most the matches I every been in lasted half as long as this one." Paul
stated. "But three points is good with me."

	They began again. Scott punched at Paul. Paul blocked and kicked at
his feet. But Scott blocked with his shin. This continued for several more
minutes.

"Ok, this is getting ridiculous!" Paul exclaimed. "Just let me win."

Scott smiled. "I don't think so." He answered. The sparring went on.

	Paul threw a punch at Scott's chest and he went on the
offensive. Scott was fast. He punched at Paul many times. Paul blocked, but
was barely keeping up with Scott's speed. Scott snuck a really hard punch
aimed for Paul's chest in. It found its mark and Paul went flying
backwards.

"Ah, owww!" Paul said getting back to his feet.

"Sorry." Scott said.

"No, I'm fine." Paul said. He stood and then back flipped into the air. He
landed only a few feet for and Scott and kicked him square in the chest. It
was Scott's turn to fall to the ground this time.

	Nothing was said. Scott got back up and the fight continued, but
only for a few moments. They were both visible tired and both were sweating
heavily. They were slowing down but still neither you was giving up.

"Ok, you win. I'm not in going enough shape to keep this up." Paul said
dropping his hand from his fighting position. He bent over and began to
breath harder from exhaustion.

"Oh thank god. I was about to give too." Scott said walking over to the
wall and leaning on it heavily.

"Wow, that was cool guys. Haven't seen anybody fight like that before."
Jean said walking over to them.

"Ok, I'm going to bed. That is if I can find my way back up to my new
room." Paul said trudging towards the door. "Wait, where are the showers?"

"Only door an the right in our hall." Peter answered.

"Ok, thanks. See ya'll in the morning." Paul said started to exit the room.

"Hey, I'll walk with you. I'm going that way to." Jean said jogging a
little to catch-up with Paul. "See you guys in the morning. Goodnight
Scott, Good night Peter."

"Yeah, hope ya'll sleep well. Good fight, Scott. I ain't looking forward to
gettin' up brite and early to tomorra." Paul said in a heavy country
accent.

Scott started to snicker. "Sorry, I revert to the accent when I'm
tired. Just ignore it. " Paul continued out of the room smiling.

"Goodnight both of you." Scott said.

"Goodnight." Peter said simply walking back to the benches.

	After Paul and Jean walked back to the rooms, Paul took a
shower. After the shower he put on a pair of shorts and climbed into the
huge queen sided bed in his room. He fell asleep trying to figure a way to
beat Scott in their next sparring match.