arriving in Bayville

Disclaimer: I don't own Ben 10 or X-men evolution.

"Things are under control for now, but we better hurry we've got a train to catch." Charles Xavier tells one of his former students Ororo Munroe also known as Storm having just finished wiping the memory of the people at the football game after one of his students accidentally blew up part of the stadium. She then starts their car and drives off towards the train station where they are supposed to meet two new students for their academy.

After arriving at the Bayville train station Ororo helps Charles, who needs a wheelchair to move around out of the car and waits with him at the track just as the train carrying their two new students arrives.

"Kurt?" Ororo asks seeing a young blonde teen exit the train but Charles stops her telling her "That's not Kurt, this is." and motions over to another person, hiding himself in a large cloak.

After greeting the teen, just a bit startled at the furry three fingered hand he extended towards them cautiously since Charles informed her of this beforehand Ororo asks her former mentor "Charles, wasn't there supposed to be another one?" as she watches the train depart without anyone else having come out.

"Yes, there is and he's here already, why don't you show yourself Ben." Charles says seemingly to no one.

A second later a floating ghostlike creature (Ghostfreak) blurs into existence just a few feet away from Kurt.

"Dude! And I thought I had it rough." Kurt yells surprised.

The creatures only eye only looks down sadly after hearing the shout.

"Sorry man you just popped out of nowhere. I'm Kurt."

"Ben. And don't worry I'm used to it by now." Ben introduces himself to Ororo and Kurt.

"Well I think we should head to the institute now, it's almost morning and I'm sure the other students will want to meet the newcomers." Charles tells them, and everyone leaves towards the car, with Ben turning invisible again.

|That Morning - Xavier Institute|

"Give it up Jean it's hopeless." Scott says waiting in front of the bathroom.

"I'll be done in a second." Jean tells him through the door.

"Come on we're gonna be late." Scott tells her.

"Almost done." Jean says floating a mirror in front of her while she brushes her hair.

"So, are we going or what?" Jean asks flirtingly walking past Scott who looks at her mesmerized.

"We're heading out professor." Scott says as he and Jean head towards the door.

"Just a moment you two, come here I'd like you to meet some people." Charles tells them while waiting in the library with Kurt and Ben who's turned invisible again upon hearing Scott and Jean.

"This is Kurt Wagner and Ben Tennyson." Charles tells Scott and Jean.

"I only see one person." Scott asks confused.

"I sense someone on the other side of the professor." Jean tells Scott and Ben turns himself visible again, guessing that there is no way around it.

"Whoa!" Scott and Jean scream scared and take a step back.

"Don't be alarmed he's just another mutant just like you." Charles tells them.

"Yeah, sorry it's just your appearance is a bit unsettling." Scott apologizes.

"Anyway, this is Jean and I'm Scott." Scott introduces himself, offering his hand to Kurt, who takes a step back scared of what they'll say to him having seen their reaction to Ben.

"Kurt, we are amongst friends here." Charles tells him.

"Hello, I'm Kurt." Kurt says offering his hand hesitantly and Scott shakes it, looking at it surprised alongside Jean.

"I told both of them how this is a Institute for gifted youngsters, youngsters whose gifts are not always an asset, right Scott?" Charles says looking at his older student with a bit of disappointment.

"So you heard about last night." Scott guesses.

"Difficult not to, it was on all the news channels." Charles tells him.

"It was a bad situation and there was an accident. I'm sorry." Scott apologizes.

"I know fortunately no one was hurt and the truth was not discovered but you must be more careful Scott." Charles warns him.

"Come on professor I'm packing a bazooka behind each eyeball, what do you want from me?" Scott asks.

"Control Scott. That's what you're here to learn. That's why you're all here. Scott's eyes omit a destructive optic beam." Charles tells the newcomers, while Jean approaches Kurt, who takes off his hood for the first time, revealing a blue fuzzy face.

"How about you Kurt, got a special gift that brought you here?" Jean asks.

"Maybe." Kurt says after teleporting behind Jean.

"Wow." Jean and Scott say impressed.

"And you Ben? Can you do more than turn invisible?" Jean asks the other student.

"Choose." Ben says sadly and closes his eye, concentrating on bringing out emotions other than fear, which is what he's feeling at the moment. A few seconds later Ben changed form the ghostlike appearance, to a burning man made of lava, then to a large crab with a gigantic head, then to a bulky four armed red skinned being and lastly to a moth like blue skinned alien.

"What the?" Scott asks surprised while Jean looks at Ben sadly feeling immense sadness coming off him.

"My appearance is dependent on my emotions from what I can tell. I haven't been able to get back to my human appearance for almost a year now and I always turn back to this." Ben tells them now in his ghost form again.

"What emotion is that?" Scott asks intrigued.

"Fear." Ben answers.

"Well I'll be helping them get settled in, you can talk more tonight." Charles tells them and Jean leaves with Scott after saying a quick "see you later".

After Scott and Jean left Charles led them upstairs, where the student's rooms are and Ororo joins them on the tour.

"Woah this bedroom is mine?" Kurt asks walking into a big room equipped with a bed, some drawers and a few other things like a TV.

"Of course, Kurt That's why your parents send you to us, because they knew you would be happy here. And across the Hall there is one for you as well Ben."

"Happy? How can I be happy when I look like this? I scare people." Kurt asks looking at his reflection in a mirror in his room.

"I have a surprise for you Kurt, put this on." Charles tells him, giving Kurt a watch.

"I don't believe it, I… I'm normal." Kurt says excitedly looking in the mirror and checking if his tail is visible.

"Of course, you're normal Kurt but not because of that machine." Ororo tells him.

"Storm is right Kurt, normal is what you truly are, never think otherwise It's the same for you Ben, even in your other appearances you're still normal." Charles tell them and gives Ben his own image inducer watch, which he puts on and turns into a floating Teenager with green eyes and brown hair.

"Well it's better but I'll have to get used to flying near the ground." Ben says and tries to fly near the ground, but it still looks like he's floating since his legs don't move because the watch is programmed to mimic leg movement for humanoid mutants.

"This is disappointing." Ben looks at the watch with sadness, since his chances of appearing normal just went down again after skyrocketing upon seeing the miraculous change of Kurt.

"I'll try to see if I can change the configuration to your current condition but if I'm right you may even be able to change back to your human form on your own after a few months of training. What do you think Ororo?" Charles tells him.

"We'll see. I'll try my best to teach you." Ororo says.

"What makes you so sure I'll be able to control this?" Ben ask curiously.

"Well Ororo has a similar problem with her gifts, you see Ororo can control the weather, but this is dependent on her ability to control her emotions, just like you explained your ability." Charles tells him.

"I'll do my best to learn as quickly as possible." Ben tells Ororo hopeful that his situation might change after all.

"Good, oh and Kurt you'll be starting school tomorrow, Ben I think it's best to wait a while longer at least until we know how to give you legs so to speak." Charles tells him.

"OK." Ben agrees, and they leave Kurt's room, going across the hall to Ben's new room after leaving Kurt a uniform. This will be your room and you will start training tomorrow with Ororo, basically you will be training under her while the other students are at school, but so you won't have too much problems going back to school I'd volunteer to tutor you when you have some free time." Charles tells him.

"I don't think that's necessary, just give me the books with the stuff I need to learn, and I'll manage easily." Ben tells them.

"How so?" Charles asks.

"It's the only long-time advantage of this I've been able to see up till now. Remember when we had the telepathic conversation?" Ben asks.

"Sure." Charles answers.

"Well I've been able to talk to you in this form and from what I can tell I'm basically a genius while I maintain this form and for some reason anything I learn or read while upholding this I retain, like I have a photographic memory." Ben tells them shifting into this crablike form (brainstorm).

"Impressive." Charles says and gets a telepathic reply of 'ain't it.' From Ben.

Meanwhile at school Todd Tolansky has been called to the principal office and ordered to investigate Scott and scared into doing the principals bidding by her changing into a snarling alien beast 3 times his size. So after leaving the principal's office he approaches Scott and shows him his frog like abilities telling him that they're the same.

Later that night Todd arrives at the Xavier Institute and Storm using her powers drives Todd towards the main building and gets thrown into the house by storms wind. Flying through the entry door he flies directly at Kurt screaming panicked and both boys tumble to the floor.

"Whoa what are you? Some kind of ratty plush toy?" Todd taunts him after both get back on their feet and are circling one another.

"The name's Nightcrawler and at least I don't reek like unwashed lederhosen." Nightcrawler returns.

"You blue furred freak." Todd yells angered and jumps at him but Nightcrawler teleports out of the way.

"As you say in America: nena- nena-neena." Kurt taunts him, hanging from the huge ceiling lamp.

"That ain't gonna help you boy." Todd says and jumps up to him only for Kurt to leap over the air born Todd.

"You're so slow. You couldn't catch flies on a windshield." Kurt taunts him and leads Todd further into the house while Storm flies into the room they were just in and Charles tells her "Yes Tolansky is indeed gifted, he could be one of us."

"Sometimes professor, I fear that your good heart blinds even you from the truth." Storm tells him.

The two adults follow the two teens and Charles tells them "This test is over, Todd Tolansky has the special X-gene he is welcome to join us, if he so desires."

"Only thing I desire is blue boys fuzzy head." Todd yells and jumps at Kurt who's hanging from another light and Todd wraps his long tongue around Kurt's leg.

Kurt tries to push him off and both teens lose their hold on the lamp and fall but before they land Kurt teleports them away, making them accidentally land in the Danger Room.

"Wo sind wir? Where are we?" Kurt asks confused looking around the dome like room.

"You're asking me foo? You brought us here." Todd reminds him.

"I think I'm about to regret it." Kurt tells him pointing at the various machines coming alive in the room.

"Scott, Jean, Nightcrawler teleported himself and Todd into the Danger Room!" Charles alerts his students over the intercom. Scott and Jean who were getting dressed for training hurry down to the danger room and Ben hearing the alerts decides to check what's going on and uses his intangibility to phase through the floors, until he sees Scott and Jean and follows them.

In the Danger Room Kurt and Todd are both running from the various machines, dodging to the best of their abilities and barely manage to survive until the other three arrive.

"I've got the Cannons keep them clear of the tentacles." Scott tells Jean and starts to open fire on the Cannons with his optic blasts.

"On it." Jean agrees and flies over to Kurt, saving him from an approaching grapping machine trying to squash him by levitating him towards her.

"You are an angel." Kurt says relieved.

"On occasion, how about you are you a demon?" Jean jokes.

On the other side of the Danger room Todd is trapped between two walls closing in on him and Ben flies over to him, trying to shift into another form, hoping to save him and appears as a crystalized human (Diamondhead) shocking everyone since they didn't know Ben was in there.

Using his enhanced strength Ben easily stops the enclosing wall and picks up Todd, jumping over the other wall, rushing towards the exit with Todd over his shoulder.

In the command center professor Xavier and Storm arrive and shut down the system.

"Now I get it, it's a training area, I just pull the plug and…" Kurt says blinking over to a canon and pulls out a cable only for that cannon to go rogue and start to fire at everything around it.

One of the blasts are headed to Ben, Todd and Scott so Ben reacts quickly, throwing Todd at Scott, making both Teens tumble through the Danger Room door and then erects a crystal wall, shielding himself from the impact.

Storm enters the Danger Room from the command center and takes out the rogue cannon while the other machines retreat back into the walls.

"Forget this man, I've seen enough. I'm outta here." Todd tells Scott and hops away.

"Sorry professor, I couldn't stop him." Scott apologizes holding his head, having bumped it against the wall.

"It's alright Scott, he wasn't ready to be one of us." Charles tells him.

"I blew it too professor, you've been wonderful, but I guess I just don't belong here." Kurt says guiltily and teleports away.

"I'll take care of it Professor." Scott says getting back on his feet and goes looking for Kurt.

In the meantime, Todd runs out of the house and crashed down in front of Logan, who upon seeing an unfamiliar face flee the Institute extends his claws asking, "Going somewhere Bub?"

"No Logan, let him go." Charles tells his old friend form a balcony, making Logan retreat his claws.

"I came back here because I smelled trouble brewing." Logan tells Charles while Todd flees, hopping away frantically.

"Welcome home old friend, we've missed you." Charles welcomes him back.

Scott followed Kurt to the hangar where their air plane is hidden and reassures Kurt that everything is going to be alright.

The next day Todd reports to the principal but has to inform her that his memory of when he was inside the Institute has been wiped, making Mystique who is posing as the principal and her leader Magneto angry.