Sabretooth and school play

|two days later|

Evan, who's still new in school received his first grade. He got a D because it was a report on the starwars project, and he turned in a paper about the movie saga Star Wars. The teacher showed compassion for his misunderstanding and tasked him with a new project to make up for the grade. He wants Evan to film whatever is important to him and do a report on what his generation considers important.

Looking for some inspiration Evan decides to wait for Rogue and Kitty to leave their class, knowing their schedule and the fact that both girls have the same course.

"I didn't swipe your stupid novel." Rogue tells Kitty as they come around the corner, leading to the hallway Evan is waiting in.

"Oh right, and I suppose it got into your gym locker by accident." Kitty challenges her, waving her finger at Rogue.

"You loaned it to Kurt and he loaned it to me. I was gonna give it back." Rogue tells her and starts to walk again with Kitty trying to run past her, to continue her complaining when she bumps into a taller, good looking guy and knocks his papers out of his hands.

"Oh, sorry could I be any clutzier." Kitty apologizes.

"It's no problem." The teen replies and starts to collect his papers with Kitty helping him and Rogue standing by annoyed at Kitty's change of attitude ever since she came to live with the X-men.

"And enter the love interest." Evan says into the camera, recording the girls the whole time and seeing Kitty blush once she sees the tanned boy.

"Here you go." The guy says handing Kitty the last of the books she dropped.

"Oh, thank you Jason." Kitty says happily, making Rouge scoff at the sidelines.

"It's Kitty right?" Jason asks.

"Yeah, Kitty, that's right. Hi, Oh I already said that. What are you doing?" Kitty mumbles.

"Hanging posters, auditions for the school play are tomorrow night. Hey, you're going to try out right?" Jason asks her.

"We need girls who can sing and dance." He tells her.

"So like what part do you play?" Kitty asks embarrassed.

"I'm the male lead." He tells her.

"You're going to be Dracula then yeah, sure of course I'm totally going to try out." She agrees.

"Great, then I'll see you tomorrow." He replies and continues hanging his posters.

"And just when I thought you could not get possibly more pathetic." Rogue says.

"At least I've got a hope of getting cast. Unlike you." Kitty challenges her.

"Think about it, I was made for this play." Rogue replies and notices Evan filming them. "Hey, what are you playing at porcupine?" Rogue shouts annoyed.

"It's cool I'm just doing an assignment for class." Evan tells them, walking over to the girls.

"I better not see my face on that tape or they are going to call you spike-less." Rogue threatens.

"Hey, don't worry about it, so are you guys going to audition for this?" Evan asks them, pointing at the posters.

"Well I am." Kitty says proudly.

"Yeah, me too." Rogue says, not wanting to lose to Kitty.

As soon as school's over Evan starts to film himself while he's skateboarding around the city, doing some stunts here and there.

Unnoticed by him however, Sabretooth an old nemesis of Wolverine is looking for the adamantium. Sabretooth spots him while he's skating through town and smells Logan on him with his animalistic senses, so he decides to follow the teen.

Once Sabretooth catches up to him, by piggybacking on a bus he jumps at Evan, knocking him over and down an alley and snatches his camera. He quickly looks through parts of the film and sees footage of Logan Entering the Xavier Institute, which was filmed by Evan through a school window.

He leaves a quick thank you message on the camera for Evan and prepares himself to attack the Institute.

Later that day Ben knocks on Rogue and Kitty's door after he finished a training session with Logan.

"Come in." Rogue says and Ben opens the door, walking in.

"Hey Rogue, I just wanted to …" Ben starts to say until he sees Rogue and Kitty both sitting on their respective beds, facing away from each other with a frown.

"wanted to what?" Rogue asks, not moving much other than glancing over her shoulder.

"Nevermind that, what is going on between the two of you?" Ben asks them confused.

"Don't worry, just some friendly competition." Kitty cuts in.

"Doesn't look that friendly to me, either way I was going to ask if you have plans tomorrow Rogue, I thought we could maybe go on a date somewhere." Ben asks her.

"Sorry, tomorrow is an audition for a school play, that's what Kitty and I are competing over." Rogue replies.

"OK, another time then. Kitty, you coming for your training or are you going to skip?" Ben asks the other girl in the room.

"Yeah, I'll be right down just give me a second to change." She replies.

"Wait, you're going training? Maybe I should come along. I mean its possible that in a fight I'll have to give ponytail a tap and use her powers as well." Rogue says.

"Sure, sounds great. Kitty, what do you think?" Ben agrees.

"She's your girlfriend so it's not like I can say no." Kitty grumbles.

"Okay? See you in a bit then." Ben says unsure of how their training will pan out.

A few minutes later the three of them are on the field of the Institute on a course Ben build with Professor Xavier's OK, by using his different elemental forms to erect a wall or a crystal construct and so on.

"So, what exactly are you doing for this training?" Rogue asks them.

"Just watch for now." Ben says and asks Kitty "You ready?"

Getting a nod in confirmation and Kitty takes off, running right through a wall and continues to run through the obstacle course. Ben waits a few seconds and then shifts into his ghostfreak form and takes off after her. The two do one lap around the parkour and stop infront of Rogue with Kitty huffing slightly while Ben is floating about without any visible problems.

"So what is this a race with phasing through stuff?" Rogue asks them.

"Yeah, that is one part of our training, the second one is what I like to call instinctive phasing. Basically we either fight eachother, throw stuff at one another, try to touch the other one or try to steal something from eachother by phasing and we have to instantly determine whether what is coming is dangerous or not, it should help while in public. I don't know if it actually helped much in daily life but it's good training either way." Ben explains.

"OK, I think I understand. Let's start with the other training." Rogue says and takes off his glove to give Kitty a tap and copy her powers. "Here I come." Rogue says and jumps at Ben, trying to kick him, He dodges by phasing through her. Ben then swings at Rogue and she phases through the attack and tries to hit him in his stomach by swinging at him still phasing until his punch is completely through her and she reappears.

Ben gets caught of guard and takes the hit. Rogue quickly adds to it, by grabbing him by his shoulders and turning him around and locking her lips with him, surprising the boy completely. Ben can see over her shoulder during their kiss and sees Kitty scoff and look down disappointed.

"Rogue, actually do you mind if Kitty and I do training alone? I think she feels left out now that we're dating and needs some one on one time away from your competition." Ben asks her, breaking the kiss.

"Hmpf, don't tell me you're choosing miss giggly pony tail over me." Rogue says annoyed.

"Come on you know that's not true. But look this is her and my thing and I don't want my girlfriend and my best friend to fight because of another competition, one I could have stopped. Plus it's not like you even need the training, most of this is for everyday stuff so Kitty won't have to worry about phasing through a handshake or stuff." Ben tells her, caressing her arms.

"OK I guess, I know you mean good but that doesn't mean I like it." Rogue agrees and leaves.

"Where is she going?" Kitty asks going over to Ben.

"I asked her to give us some space, I noticed that you'd rather train just the two of us." Ben tells her.

"And she actually agreed?" Kitty asks surprised.

"Yes, you know under her grumpy exterior is just a scared girl trying to control her life. I can already guess that this 'competition' of yours didn't start one sided, still I'd prefer it if you two would get along and this doesn't become habit." Ben tells her.

"OK, I'll try to cut her some slack I guess." Kitty agrees.

"Great, thank you." Ben says happily and hugs the girl. Unnoticed by them Rogue is watching them from the mansions entrance with a suspicion gnawing at her, telling her that Kitty likes Ben and is fearing that he may leave her for the happier and more girlish girl.

Professor Xavier is wheeling by her and sees her watching the other two teens as they get ready for their training.

"You know, I don't need to read your mind to know what you're thinking. Follow me, I have something that might reassure you." Charles tells her and the girl follows him quietly.

"Take a seat." Charles tells her once they are in his office.

"What did you mean reassure me?" Rogue asks him.

"Just wait one more second." The man tells her and fetches a video camera and brings it over to her.

"Here, just hit the play button. I'll give you some space." Charles says and wheels himself out of the room, closing the door behind himself.

Once the man is gone rogue looks at the camera wearily and takes a deep breath. She then hits the play button and sees a recording of Ben talking to the Professor.

"Are you certain about this?" Charles asks Ben.

"Yes, just do it. I promised myself I will find a way to be able to touch Rogue and give her back something she yearns for." Ben tells him in his crab form.

"OK, hold on this might be painful." Charles tells him and puts his hands next to the layed open brain as Ben claps open his head's armor.

After a second or two of nothing happening Ben starts screaming in pain. He thrashes around a bit but he constricted himself beforehand. This lasts for maybe two minutes during which Rogue watches the tape tears falling freely out of her eyes.

"Ben, can you hear me?" Charles asks him, while concentrating himself.

"Yeah prof. what now?" Ben says, breathing heavily.

"Now we'll have to explore whichever life forms are already linked to your subconscious mind and try to find something to identify them with so you can sort through them in your head. Like this one, maybe identify it with Vision or eyes, I mean it has a lot." Charles says.

"OK, I think I get it." Ben says. Rogue stops the video and places the camera back where the professor found it. She wipes away her tears as best as possible and leaves for her room, thanking the professor on the way.

An hour later Ben and Kitty are done with their training and Ben drags the tired Kitty into hers and Rogue's room.

"What happened to you?" Rogue asks seeing them with dirt all over their bodies and Kitty dangling from Ben's shoulder.

"Well training got a little out of control when Kitty accidentally phased the both of us through the ground and almost killed us. Luckily I was able to shift to ghostfreak in time." Ben explains.

(AN: I'm using the same names for his forms as from Ben 10 show for my fic)

"Sorry." Kitty apologizes quietly.

"Just rest. And don't worry, it happens to the best of us. My first time turning into ghostfreak I phased right past the whole subway tunnels, scared the crap out of a lot kids." Ben tells her, helping her to her bed.

"Will she be OK?" Rogue asks.

"Yeah, this is not the first time something went wrong. She usually is as good as new the next morning, well I better go clean myself up." Ben replies and moves to leave the room.

"OK, Ben before you go…" Rogue says and follows him outside her room where she hugs him and gives him a passionate kiss.

"What was that for." Ben asks surprised, with a grin on his face.

"Just because." Rogue says and closes the door.

"Kitty, maybe we should forget about this whole competition thing and just…" Rogue says walking over to her roommate.

"And she's sleeping." Rogue says mildly annoyed, seeing the girl already passed out.

|The next morning|

Evan wakes up in his room and stretches himself after turning off his alarm. Accidentally he fires two spikes from his elbows and shoots his night light as well as a mirror.

Ororo came to wake up her nephew, knowing he's a heavy sleeper and sees the camera on his table. She asks him about the project and tells him to let her or the professor watch over the project before turning it in so he doesn't reveal the existence of mutants.

Deciding he wants to capture some action on camera he goes to the spot Logan is training at right now with Scott and Ben.

"Field battle simulator 7 activate." Logan says turning on a computer and starting a program.

Both he, Scott and Ben start to run down the path to the mansion where the finish is.

Multiple canons appear next to the path and start to fire at the three. Logan dodges most of the metal balls thrown at him while Scott shoots many with his laser and Ben Just melts them once they approach him, having decided to train in his heatblast form.

The program mixes up its attack pattern once they cleared about ¼ of the way and Scott yells towards Logan "Watch your back." Logan turns around and slices through the incoming Net.

Evan started skating behind them while filming the events. Scott dodges a few of the next projectiles but gets hit by the third one and falls over with the bolos wrapping around his legs.

Evan skates past him and looks back at Scott, keeping his camera on him.

Logan slices though some spiked metal balls and hears someone comment from behind him, so he turns around and sees Evan skating towards him. Looking in front he sees cannons with Buzzsaw blades get ready to fire. "Look out." He yells towards Evan and tackles him out of the way while Ben turns into a huge four-armed figure with red skin and snatches the blades out of the air.

"Everyone OK?" He asks in a deep voice.

"This bub ain't going to be OK in a minute once I showed him to people who get on my bad side." Logan growls, annoyed at Evan and takes his camera, deleting the footage.

"What else is on this thing?" He asks and starts the video, seeing the message Sabretooth left behind.

"Who the heck was that?" Evan asks surprised.

"Sabretooth." Logan says.

"He's got old issues with Wolverine and it looks like you clued him in on our location." Scott says just before the alarms start to blare.

"Ya think?" Logan says and runs to the Institute's entrance, where Sabretooth is ripping through the defense system telling him "Not bad Logan, but not good enough."

After hearing the alarms, the others quickly get in their mission suits and meet up with the others at the Institutes entrance where Logan and Sabretooth are starting to brawl it out and Logan growls at the others "He's mine."

"No, this is not the place for your private war!" Storm says and summons a strong wind, pressuring Sabretooth back and shooting him with a lightning bolt.

Sabretooth however continues on approaching them and Scott shoots him with a laser trying to throw him off his game and Jean follows by throwing a stone bench at the man.

Ben is standing next to Logan still in his hulking four-arms form saying, "I really don't get why you won't let Logan have this."

"This is not the place for Wolverine's private war." Storm replies and shoots lightning at Sabretooth with Scott firing his laser, making Sabretooth retreat pissed off.

"This isn't over Logan." Sabretooth yells running away and Logan tries to chase him but loses his trail.

"He'll be back you know." Logan tells Xavier and Ben after the others chased Sabretooth away.

"Well he won't come here again. He knows the automatic defenses will detect him." Charles replies.

"That's the problem. He'll want to draw me away from here, get me alone and to do that he's gonna need…" Logan says and Charles finishes "A hostage?"

"Got it in one." Logan tells him.

"This means all of the students are in danger." Charles says pensively.

"Yeah and we gotta do something about it." Logan agrees, unknown to them Evan was listening on on their conversation to this point, feeling responsible for Sabretooth finding Logan.

"So, just let him catch me, he hasn't seen me without powers yet I'm guessing." Ben suggests.

"That's exactly why you're here. I think you're the best choice too, but first we'll have to warn the others." Logan agrees.

"Ben are you sure? We all know you are very powerful, but this isn't one of your run of the mill mutant we're dealing with. He's around the same level as Wolverine and Storm and while your potential allows you undeniably to become far more powerful even than me you still have much to learn." Charles reminds him.

"Look Professor, I know you only want to protect me but I think I can do this, if not I can use my telepathy to call for your help. I've been training in using my powers by partial transformation or none at all and though so far I've only got two or three down, telepathy shouldn't be a problem." Ben informs him.

While Ben, Logan and Charles are discussing their approach to the situation Evan is sulking in a hallway, feeling responsible for Sabretooth appearing and tries to think of a solution.

"I've got to get ready for the audition and you've been hogging the soundtrack all morning." Rogue, now wearing her usual clothes, consisting of a short black top under a dark green see through shirt with a black skirt and leggings, tells Kitty as they round a corner, walking straight towards Evan.

"Hey, I've bought it, get your own." Kitty replies in her usual clothes of jeans, white shirt and open pink jacket.

"Ladies, ladies maybe we can help each other out here." Evan intervenes.

"What do you want?" They yell in unison.

"Look do you think you two can stop arguing long enough to help me do something important?" Evan asks them.

"Like what?" Rogue questions.

"I'll explain on the way but just so you know, we might have to do a bit of improvising." Evan tells them and heads into the woods around the institute with them. Sabretooth is watching the Institute and begins his chase.

Back in the Institute Logan and Ben are going to the front door, to start their plan and see Scott fiddling with his car keys, headed for the garage.

"Just heading out for a burger, want anything?" He asks.

"No, you ain't bub. Until I nail that hairball none of you'll leave the premises." Logan tells him.

"Oh man." Scott sighs disappointed.

"Don't even start it. Where are the others?" Logan asks him.

"Uh, Kurt and Jean are upstairs, but I think Rogue and Kitty took of with Evan and Ben is with you, why is he allowed to go with you anyways?" Scott says, asking about Ben feeling left out.

"Because I can work with the kid since he's the only one who didn't skip out on me during my more challenging training sessions." Logan tells him.

"Man, I would have done them but I was told not to." Scott complains.

"Doesn't matter, you stay put and look after the others, we'll get them." Logan tells him as he walks out with Ben who shoots Scott an apologetic look.

In the woods

Evan is playing the soundtrack on his boombox while filming the girls dance but while Kitty dances normally Rogue tries to dance but quickly gives up, having been told not to dance by Irene because of the danger that poses given her powers.

"Come on Rogue, get with the program shake that thing." Evan tells her.

"Hey, she's got her moves and I've got mine. Plus are you sure you want to tell me to shake my thing with my boyfriend living right next to you." Rogue complains, making Evan gulp audibly.

"Girl you've got to go with it, you're like a walking Zombie or something." Kitty tells her, dancing around her.

"Hey, listen Rogue, why don't you shed them gloves and give K girl a tiny tap?" Evan suggests.

"What no way!" Kitty protests.

"Listen to me, just enough to rip those dance moves." Evan explains.

"It might work, just concentrate on them." Rogue agrees and takes of her glove, touching pointers with Kitty, which causes both of them to shriek back with goosebumps. "Oh that was like totally irksome, oh man am I talking like her?" Rogue says.

"Ok, let's get on with it, action." Evan tells them and they start the music again, starting to dance happily with each other.

"Looking good." Evan comments filming them.

Sabretooth having seen enough comes sprinting out of his waiting spot and shocks Evan. He then stomps on the boombox and picks up Evan saying, "you're mine."

"Been expecting you. You've got to be sharp if you mess with the spike" Evan says revealing that this was his plan and sprouts spikes all over his body, making Sabretooth growl out and fling him at Kitty.

"Then I'll take you." Sabretooth yells jumping at Kitty.

"Right, I'm so sure." She says and phases through him, making him fall down behind her.

Kitty looks over to Rogue to see if she's alright and this distraction is enough for Sabretooth to knock her out with a backhand punch, making her fly against a tree.

"Back off ugly." Rogue tells Sabretooth as he goes over to the downed Kitty.

He growls at her and jumps over to Rogue, lifting her up by her arms, stretched out, preventing her from using her powers.

Ben and Logan show up in that moment with Ben having located his friend telepathically.

"Picking on kids Creed? Big mistake." Logan yells storming at Sabretooth.

"Hurting my girlfriend, even bigger mistake." Ben says angrily, now transformed as an oversized bipedal tiger with two blades running over the back of his paw.

Logan tackles Creed away from Rogue and Ben runs over to her, checking on her quickly. She only signals him that she's OK.

"Yeah why?" Sabretooth challenges.

"Because it really ticks me off!" Logan and Ben growl in unison with Ben joining the fight.

Logan lifts up the taller man and throws him over his shoulder, right at Ben who catches Sabretooth by his throat, being even taller than him and holds him in the air choking him. Sabretooth retaliates by kicking himself off the tiger-like mutant and landing in between Logan and Ben.

Rogue uses the opportunity seeing that he's fully concentrated on Ben and Wolverine and drains Sabretooths power, making him fall unconscious.

She herself gets fur all over her legs, arms and grows claws on hands and feet. In addition to that her hair grows longer and she gets little fangs in her mouth.

"Aww and I just shaved my legs last night." Rogue curses, having ripped through parts of her clothes because of the added fur and muscle.

"Nice finishing touch. You planned this didn't you porcupine?" Logan says seeing Evan and Kitty awake again.

"Uhm a little bit yeah." Evan says rubbing his neck.

"Well don't do it again you all could've been killed. You're all grounded." Wolverine yells at them, walking past Ben and picks up Sabretooth.

"Did I just hear that you used my girlfriend and my best friend as bait?" Ben growls still in his tiger form.

Evan backs away from him slowly saying "Look, I didn't plan for that, I…" and takes off on his skateboard getting back to the institute as fast as possible.

"You girls OK?" Ben asks them turning back to his usual self and notices that Rogue is now actually taller than him, confusing him slightly since it usually is the other way around.

"Yeah thanks but how long are we grounded for?" Kitty says.

"I don't know till she-wolf gets a haircut anyways." Logan tells them, leading them back to the Institute with Ben offering to carry Sabretooth but Logan refuses.

"What are you going to do with Sabretooth now?"

"He'll get a little cooling off period." Wolverine tells them.

"Sorry I must look appalling right now." Rogue whispers to Ben.

"Not at all, plus I'm sure most of my alien forms look way worse." Ben replies chuckling and puts his arm around her giving her a peck on her cheek.

Once they are back at the Institute Logan and the professor fly Sabretooth to the north pole and drop him out of the plane after erasing his short-term memory.

That evening Rogue and Kitty both get accepted during the audition and two days later everyone from the Institute is watching their performance.

After the performance Ben makes his way backstage to congratulate the two of them.

"Hey Rogue, you were great and don't get me started on your outfit." Ben tells her, hugging the girl.

"Thanks. I wasn't too sure if I did OK. It was a hassle avoiding direct skin contact with everyone." She tells him and gives him a peck on his cheek before rubbing away the purple colored lipstick from his cheek.

"Where is Kitty I wanted to congratulate her too." Ben asks and Rogue pulls him to another part of the backstage, but they wait at the entrance of it because they see Kitty talking to Jason.

They see him ask her something and she looks thoughtful for a moment, before she glances over at the two of them and then shakes her head telling the boy something before she goes over to the two of them, giving them a hug saying "Come on, let's get out of here."

"You were great as well Kitty, maybe you've both got a knack for acting?" Ben suggests.

"I wouldn't go that far it was fun to try it out but not really our style, right Rogue?" Kitty replies.

"Yeah, it's not really for us." Rogue agrees before whispering to her "What happened with Jason? I thought you were gonna ask him out?"

"No, I don't think it would work out." Kitty replies, making Rogue think 'I guess this confirms my suspicion Kitty might like Ben. I guess it's understandable with him helping her and since nothing is going on I guess I can worry about it later.'

The three of them meet up with the others and everyone congratulates the girls before heading back to the Institute.

Later that evening Rogue is thinking about Kitty and Ben again and asks her "Hey are you sure you're OK with you not asking out Jason and everything?"

"Yeah, it was a stupid idea in the first place, he was nothing more than a pretty face, sorry it caused us to compete against each other." She apologizes.

"Don't worry about it, I wasn't entirely innocent in it either." Rogue tells her and leaves her room, crossing the hallway and enters Ben's room. Ben was changing into his sleepwear and she catches him in just his underpants.

"Oh, sorry I should've knocked." Rogue apologizes turning around.

"Rogue, we're dating it's not that big of a thing to see me shirtless." Ben tells her chuckling and teases her whispering into her ear "Or do you think you can't resist."

"Oh you're on." She tells him and takes off her armlength-gloves and moves to slide the straps of her red dress down when Ben folds after one strap "OK you win."

"Anyways I wanted to ask you what you think about Kitty." Rogue tells him, smiling and goes past him to lay on his bed.

"Kitty? She's cool and my best friend I'd say, what about her?" Ben asks confused what brought upon this topic.

"Well I just wanted to get your opinion, since she was going to ask this boy out after the show but nothing happened, so I was wondering what your impression of her is." Rogue says.

"Hmm, if I were single, I would definitely find her attractive and appealing with her smarts and kind personality." Ben tells her lying down next to her once he put on an undershirt.

"But I guess everyone likes other things about people. For example, let's take you, I hear many guys say that they think you appear too cold and unapproachable but I find that enticing about you." Ben tells her, pulling her to face him and gives her a kiss.

"Don't worry about Kitty sweety, she'll find her guy." Ben tells her and hugs Rogue to himself.

'I'm just hoping that she doesn't steal you from me.' Rogue thinks.

"Hypothetically if you had to chose between Kitty and me who'd you chose?" Rogue asks him.

"You of course. I mean Kitty is very nice too but there is something more special between us, don't you agree?" Ben asks her, enter vining his fingers with hers and kissing her lovingly.

"Yeah, you're right." Rogue agrees happily, relieved that she was worrying herself too much. Maybe she was just imagining things anyways.

"Listen, I've thought about you sleeping over here sometime but I think we'll have to wait a bit longer I'm not sure I can control my powers in my sleep." Ben tells her, feeling slightly guilty for not being able to let her sleep over in his room.

"Don't worry about it, I understand and I'm touched you'd actually think so much into it." Rogue tells him, kissing him and resting her forehead on his.

"I actually have a few ideas but I'd have to run them past that forge guy." He informs her.

"Who?" Rogue asks.

"You know the guy who was trapped in that gizmo with Kurt." Ben says.

"Ah, why him?" Rogue questions.

"Cuz I plan to build a device which can control my powers and I need his opinion on it, I already got some ideas planned and am able to build them but I'm not sure if it would work they way I planned it and Kurt mentioned that he's this technical genius so I thought better get in a second opinion." Ben tells her.

"That's great. I think I should get back to my room now or Logan will yell at us again." Rogue tells him, giving him one last peck.

"Just until I get my device working, he won't have any reason to complain then." Ben smirks at her.