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A few minutes earlier, while his comrades had dealt with Jubilee, Angler had barely noticed the ongoing battle. He was far enough away that he wasn’t in danger of being hit by any errant energy blasts, so he ignored it as background noise. Callisto had given him a task and he was going to do it, by god. It was his duty as a Morlock and he suddenly took his duty very seriously.

He looked Domino up and down as he strode up to her, admiring her figure in the leather catsuit.

“Heh, yeah,” he rubbed his hands together, “I got you good, didn’t I?”

Of course, the X-Man didn’t respond. She stared completely enrapt at the glowing orb bouncing in front of her face, expression wide and vacant except for a small, wondering smile. Her posture was strangely childlike for such a curving, well-armed example of womanhood, her shoulders slouched, head tilted to the side, pistols hanging uselessly in her hands, like she’d forgotten they were there. She didn’t even notice the lascivious way she was being admired.

Angler walked right up to her, not minding her personal space. His chest nearly pressed to her shoulder, close enough that he could reach out with a bent arm and take her chin.

With her white skin and black spot around her eye, she had an unconventional look that would have fallen flat with many others, but on Domino was decidedly cute. Her black hair was short and messy, allowed to fall in front of her eyes and stick out in playful little cowlicks. She had a mischievous look, deceptively girlish, prone to winks and devilish grins. Even now, as she stared in sleepy delight at the hypnotizing orb, she seemed perky.

“Hey,” Angler waggled her head, “Hey there. Your powers don’t help you much now, do they?”

Domino’s eyes fluttered, “Hu… huh?”

“I said,” Angler leaned a bit closer, “Your luck powers work great at saving you from danger, but when you’re just standing here, staring at the pretty, pretty light bulb, they can’t do much about that, can they?”

Domino heard, but her attention was so diverted that it barely registered what he was saying. The yellow ball was the important thing and she continued to peer into its glowing depths, responding the simplest way possible.

“Can’t do… much about that…” she sighed, still faintly smiling.

“Nah,” Angler agreed, “I didn’t think so.”

He placed his hand on her back, then let it glide across her shoulders. She was firm and cut, tone, feminine curves, and nothing extra. He could the muscles on her back beneath the suit, the smoothness of the leather only interrupted by the straps of the harness that held her many weapons. It was all glossy and the military implements looked fashionable, like cute accessories to a sleek outfit.

Regardless, her gear was all dangerous, and so was she. Her innocent stare notwithstanding, if she snapped out of the trance, he would be in big trouble.

Rather than push his luck further, Angler reached out to take her pistols.

“Why don’t you let me take these, huh?” he winced, “You’re not really using them right now.”

Gently, he tried to draw them away.

Domino held on instinctually at first, but after a moment let them slip from her fingers.

“Oh… kay…” she mumbled, “Not… using them…”

Angler grinned and crouched down to set them aside.

Standing back up, he grinned crookedly.

She was still tilting her head, so he placed his hand on the crown of her head and adjusted it, placing it back upright. She didn’t even blink, retaining her dopey smile.

“Hmm,” he ruffled her hair, “In fact, I think let’s take all this stuff. Weapons, ammo, tools, the whole kit and kaboodle. It’s worth some stuff for trade. You don’t need it anymore, right?”

Domino already had a hair style that was naturally messy, short and tending to spring out in places. The ruffling bobbled her head, but didn’t mess up her hair, which Angler was surprised to notice was fairly soft.

“Yeah…” she murmured, “Don’t need it…”

“Yup,” the Morlock took the sling of her submachine gun, “Better let me have it.”

Then Angler proceeded to strip the vacantly staring super soldier of all her gear.

He slipped the sling of the submachine gun off her shoulder, then lifted her arm to draw it off the rest of the way. Once the weapon was free, he set it down gently next to the pistols, then went to work figuring out how to get everything else off her.

As he worked, fiddling to find the snaps and clips of her harness and various bandoliers, Jubilee was still fighting, the shriek of her powers piercing Angler’s ears. Even while determined to ignore it, the explosions and occasional cries of pain were enough to startle the Morlock for a moment. He would jump, curse, look back in annoyance at the ongoing battle, then turn back to his entranced doll.

It was just the little teeny-bopper one. Why hadn’t the rest of his tribe just dogpiled on her by now?

Even through the most startling cries and shrieks of plasma bolts, Domino didn’t bat an eye. She noticed it somewhere in the back of her mind, just as she noticed that she was being divested of her equipment, but it wasn’t important. The happy little light had her undivided attention; she didn’t care about the rest.

Angler jostled her a bit as he undid the buckles on her harness. It fit her snugly, two shoulders straps and one that went across her chest, tight enough to keep it from flouncing about when she moved, but not so tight that it restricted her breathing. The piece was expensive, custom made to fit her, better gear than most spec ops teams would pay for.

Angler only cared that the chest strap pushed up under her breasts, giving them a nice shelving effect. The strap sprang open when he unsnapped it and he quickly took the rest and shrugged it off her shoulders. He looked down as he did this, smiling at how the shrugging of motion pushed her chest out.

His eyes focused more and more on those little details as he continued his work. Once he tossed the harness aside with a clatter of ordinance, he set to work on undoing her gun belt, but his gaze was mostly on her healthy chest, the swell of her hips, the way her thighs stretched the glossy black of her catsuit. After he unclipped the belt buckle, he slipped it off slowly, taking his time.

“I guess I’m the real lucky one,” the Morlock said to himself, “Getting the X-Man with all the fancy accessories.”

He tossed the gun belt aside, not even looking to see where it fell. His eyes were elsewhere.

“And that you’re so easy to keep distracted,” he looked her slowly up and down, “I don’t know, I thought X-Men had some kind of super willpower thing. Fighting on despite the odds, forcing your way through any trap to save the day. Superhero stuff.”

He leaned to the side to eye her butt, noting how the black leather wrinkled just where it was stretched across the gap between the two shapes. He gave the protruding flanks a casual pat-pat, then left his hand there to feel. The leather was pulled tight as a drum, but he could still feel the softness beneath.

“Turns out… no,” he gave her swelling seat another appreciative pat, “Just as easy to keep in la la land as anyone else. Isn’t that right, snow white?”

Domino felt the hand on her butt, becoming more and more confident as it groped around. It was feeling the leather, enjoying the texture, but also her plush bottom, exploring greedily. The instinct to knock him senseless was still there, but she ignored it, not wanting to waste an iota of attention on anything else but the pretty glowing ball.

“Right… easy as anyone else…” she smiled dreamily, “Snow white…”

“Nice and agreeable too,” Angler squeezed the firm shape in his hand, “A little bit overdressed for a slave, though.”

He took the zipper between her breasts, watching her eyes.

Part of him couldn’t believe how easy this was. Surely at any second the X-Man would snap out of it, particularly when he started undressing her out in the open. Yet she didn’t blink, made no move to stop him nor even tensed. So, after a second of waiting, he slowly began drawing the zipper down, watching its progress with eager eyes.

The tight fit made the suit peel open as the zipper came down, parting to reveal the center of a gray cotton bra. The part spread wider as the zipper went lower, opening over the grooves of a toned stomach, the dark divot of a belly button, not stopping until it came to the waistband of a pair of gray panties.

By this point, there was cheering as Techno had knocked out Jubilee, but Angler didn’t even notice. He was busy staring at the curving grooves of Domino’s abs and hips.

“Heh, you just relax for now, sexy,” he reached up to push the suit off her shoulders, “We’ll load you up with the other captives, put a nice inhibitor collar on your neck, and you can just keep enjoying the pretty light all the way down to our underground fortress.”

Domino liked the idea of getting to keep looking at the light. As her suit was pulled down over her ripe breasts, she let out a happy sigh, her bosom rising gently, then falling again.

“Yeah, you’ll like being a slave,” Angler worked the suit off her hips, “All you X-Girlies will, won’t you?”

Domino replied without a hint of hesitation.

“Yeah… all us X… girlies will like… being slaves…”

-----------

It took longer than Callisto would have liked for her warriors to awaken Lilith and bring her forward, but less than immediately would have been too long. Every second that passed, she knew Storm and the rest of the X-Men were taking down more of her Morlocks, chipping away more of the resources for her counter offensive. In the meantime, she watched as her tribe worked, gathering each other up, picking up discarded weapons and patching wounds.

Most importantly, she stayed close to the crumpled form of Marvel Girl lying in the grass. She was the key to the Morlock’s victory and, just as importantly, Storm’s defeat.

The other X-Men that were a part of this small group were well in hand.

Techno had rolled Jubilee onto her back and was holding a cloth over her mouth and nose letting the girl breathe in a healthy dose of chloroform to keep her unconscious. The boy knelt beside her and as Callisto watched, he cautiously reached out to lay a hand on Jubilee’s one of the small shapes perking up from under the girl’s red t shirt. The young superheroine wasn’t massively endowed, but Techno’s eyes still widened in delight, and a level of awe, at being able to capture the soft bulb.

“Wow…” he breathed, more eagerly looking over the girl’s bare legs and nubile form as it dawned on him that he’d just bagged her for his own.

The boy was wasting time, but Callisto left him to his devices. It was fitting that her youngster should defeat and claim Storm’s youngster and she was pleased with the match. Techno had earned himself a reward, for all he’d done for their success, and she could think of no better reward for a teenaged boy than a pretty teenaged girl.

Angler was being more constructive with his prisoner, but certainly seemed to be enjoying himself as well. He’d stripped Domino down to her bra and panties, gathered up her weapons and tools, then wrapped them all up in her discarded leather suit and tied it together like a hobo bundle. Even now he led her away with the bundle tied to the barrel of her submachine gun and slung over his shoulder for ease of movement.

Domino herself had her hands bound behind her back but didn’t appear to mind in the slightest. She stumbled after Angler’s glowing orb with an expression of delirious glee, letting him lead her wherever he wanted with ease. Callisto was pleased with that as well, seeing the sharp former mercenary being led around like a puppy after a piece of bacon on a string. She even found it amusing that on the seat of Domino’s underwear was a yellow smiley face, which seemed to be winking at her when the shifting of the X-Woman’s bottom made the thin fabric crinkle.

Pneumonia was still babying Dazzler, rocking her gently and wiping at the starlet’s damp brow with her headband. There was no reason to bind the X-Man further; her doting captor’s powers would keep her from helping her friends for the foreseeable future. She’d just be another small load to be placed on the loot transports and taken home, once the rest of the X-Men were defeated.

Callisto had just finished her minor survey of her troops and captives when the Morlocks she’d sent away appeared, Lilith floating along ahead of them.

The unsettling mutant woman slowed when she passed Dazzler, her gaze fixed on the fallen X-Man who had earlier lambasted her. It wasn’t in her nature to do anything as overt as glaring or making a threatening gesture, but she did stare with a marked intensity. She tilted her head like a bird, deceptively innocent, even curious.

Pneumonia noticed and knew a danger to her patient when she saw it. Shuffling closer on her knees, she laid herself across Dazzler and hugged her protectively. Her cheek rested on the X-Man’s breasts, she glared defensively and squeezed a bit tighter, claiming ownership.

Callisto doubted an outright confrontation was looming between the two female Morlocks, not in the midst of all the others and the law so clearly on Pneumonia’s side. Regardless, she didn’t have the time to let the little drama play out.

“Lilith!” she called, “Get over here now!”

The specter-like mutant reluctantly turned from Dazzler and continued towards her queen, knowing it wasn’t wise to disobey a direct order. Still, her normally smooth brow was lowered, her nose wrinkled in annoyance.

Her disgruntled look faded as she saw the green skirted redhead lying in the grass.

As Lilith drew closer, Callisto tucked the toe of her boot under Marvel Girl’s hip and gave a shove. The mighty telepath obediently rolled onto her back, eyes closed behind her yellow mask, still peacefully unconscious.

“Oh my, my…” Lilith crooned, her lips turning up in an eerie grin.

Callisto allowed a faint smile to pull at the corner of her own mouth. This was it, the moment that would turn one of the X-Men’s greatest weapons against them. It was beautiful in its simplicity and elegant in utility, a clean stroke that would bring them to their knees.

She couldn’t wait to see the look on Storm’s face.

“You know what to do…” she said.

Lilith’s grin spread wider.

“Mmmm…” she floated to the fallen X-Man, “Yessss…”

Moving with a strange tenderness and grace, the ghostly Morlock sank down behind Marvel Girl. Kneeling in the grass, demurely as a statue of the Virgin Mary, she leaned forward to take the X-Man under the arms then dragged her back into her lap.

“Ohhhh…” she clucked her tongue, “Look at this poor poppet…”

With surprising strength, Jean was sat up and scooted back on her bottom, then laid down on Lilith’s legs. As if knowing she was in danger, she groaned faintly, expression troubled.

At the sleepy protest, Lilith crooned and combed her long, dark nails through Jean’s scarlet hair.

“There, there.” Lilith cooed, stroking her lovingly, “You’re all twisty inside, darling. So much power all bottled up. So much confusion.”

As she continued to pet and soothe the troubled heroine, her other hand cupped under Jean’s chin, then guided it upright, positioning her face so she was looking skyward. Lilith held it there, keeping it where she had easy access, then stopped stroking to take the wing tip of the woman’s yellow mask.

“I’ll make it all better.” she whispered, pulling the mask to the side, off Jean’s face.

Jean Grey hadn’t bothered with a secret identity since she was a teenager. The Morlocks all knew who she was, so unmasking her wasn’t exactly an epic coup, but as the mask peeled from her face, it took something of her formidableness with it. It had hidden her brow and cheeks, her eyes peering through angular holes to give her a perpetually hawk-like glare, but as it came away it revealed the features of a beautiful and tired young woman. Not a hardened goddess but girlish, sleepy, and vulnerable.

“Yucky mask,” Lilith tossed it aside, “Hiding such a pretty face…”

She stroked Jean’s cheek with curled fingers, genuinely doting and kind.

“Pretty, pretty power poppet.” Her fingers stroked their way to the heroine’s temple, “Mighty, Marvel Girl, mine.”

Watching Lilith’s work, Callisto noticed Marvel Girl’s eyelashes starting to flutter and her smile faded. The heroine groaned again, brow furrowing as she began trying to open her eyes, stirring gently in the Morlock’s lap.

The last thing they needed was for Marvel Girl, of all people, to wake up and rejoin the fight. It was only through a perfectly timed ambush that Lilith had managed to bring her down in the first place.

“Lilith…” Callisto warned, “Don’t toy with her. Do it.”

Lilith just giggled faintly. She traced small circles beside Jean’s eye with her fingernails.

“The lamb has to be calmed and happy,” she cooed, “Safe, sleepy, and soft.”

She straightened her fingers, forming a knife-hand. Her other hand clasped Jean’s jaw a bit more firmly, holding it gently still.

“Then,” Lilith grinned, “She can be fleeced.”

With that, she pressed, and her fingers sank into the X-Man’s temple to the knuckle.

Jean’s eyes snapped wide and blue, her mouth yawning open in a silent scream. She didn’t physically struggle at the intrusion, but she went rigid, chest bowing out and putting strain on her low-cut green neckline. It was a look of complete shock and horror, like she’d woken up into a living nightmare.

“Let’s go deeper this time,” Lilith cooed, “I want to feel all your power…”

Callisto took a small step closer, watching with interest as her subordinate performed her unearthly task.

The nature and limits of Lilith’s power were somewhat nebulous and altogether mysterious. The woman seemed like a ghost, able to pass through solid matter and disappear from sight, both from the naked eye and other manner of senses, including telepathy. She could even create fields of “blindness”, shielding others from view, but most interesting and difficult to decipher is what she did when she “reached inside” someone.

She claimed she every person had an essence inside them she could tap into. Perhaps it was innate supernatural abilities, perhaps it was the person’s soul, but whatever the case it was very different when she delved into a normal person compared to a meta human. With your average person, she could glean thoughts and ideas, perhaps memories, but with a mutant she could harness their powers. She didn’t drain them or take them into herself, she latched onto their special abilities and commanded them, possessing them for as long as she left her hand inside her victim.

The process was naturally agonizing and incapacitating for the unlucky creature Lilith sank her claws into. Jean’s lovely quickly screwed up into a mask of agony, gritting her teeth, clenching her eyes closed, her fists balling up and tearing out clumps of grass. It was never a coordinated attempt to pull away, only her body reacting to the painful intrusion. The real battle was happening on a different plane than the physical.

Lilith’s brow began to lower as she continued to feel around inside Jean’s head. Her grin strained, becoming a grimace, then she winced, winking one eye closed like she was feeling the onset of a migraine.

“What is it?” Calliso asked, noticing the pained reactions.

Lilith didn’t respond at first. She grunted, narrowing her eyes, her own posture becoming rigid.

“She’s… fighting me!” the pained Morlock giggled breathlessly, “Oh… she’s very… very strong…”

Both intruder and victim clenched as they struggled. Jean looked like she was in a lot more pain, her cheeks reddening, perfect body writhing, but Lilith was clearly uncomfortable as well. Still, the Morlock woman never lost her grin, surprised and even delighted at the resistance.

“But she can’t fight forever,” Lilith’s grin broadened as she cooed to Jean, “Let me have it, little lamb. You don’t need it right now. It won’t hurt…”

The next few seconds proved the villainess right.

Slowly Jean’s body relaxed, her fists unclenching, expression softening. The bow in her spine slowly melted and she sank back down to rest in Lilith’s lap, the muscles in her bare legs going limp.

“I have her now,” Lilith purred, relaxing as well, “That’s it. Let me all the way in.”

Jean’s face remained troubled; even now she was still fighting, but she looked very tired. Her eyelids were drooping, her breasts heaving deeply like she couldn’t catch her breath. Gradually, a low, plaintive moan slipped from her lips, still fighting with everything she had, but feeling her strength dwindling to nothing.

“Ohhhhh…” Lilith cooed, imitating the sound, “Poor lamb. Shivering and naked without your soft, fluffy wool…”

With her fingers sank into her victim’s head, keeping it still, there was no longer a need for her other hand to hold it in place. Her hand snuck from Jean’s jaw and smoothed around on the X-Man’s chest, soothing and loving. She palmed over the bare skin, feeling her collar bones, then moved lower to smush across a protruding breast.

“Now,” she whispered, “Let’s put a little muzzle on you, my lamb. No need for such a fuss next time you need to be sheared.”

The hand in Jean’s head twisted sharply, like the dark-haired villainess was turning a key in a lock.

The reaction was like a chicken that just had its neck broken.

At the gesture, Jean’s arms and legs flopped in a spasmatic jerk. Her eyes snapped wide again, looking astonished, but then she almost immediately went entirely limp. Her eyes rolled back in her head and she went still, all tension fleeing. Whatever Lilith had just done to her, it ended any struggle.

With a final, gentle sigh, Jean Grey’s eyes sank closed. She melted softly into Lilith’s lap, relaxed and peaceful.

“Mmmm…” Lilith leaned down, “Thank you, little lamb.” She pressed a kiss into the heroine’s red hair, squeezing her breast, “For your soft, sweet fur.”

The mighty Marvel Girl didn’t respond. The villainess massaged one of her ripe breasts, rolling it gently in her fingers, and the X-Man continued to breathe easily, face soft and satisfied. She looked like she might even have been having a good dream.

Callisto watched with crossed arms, having barely been able to control her impatience.

“Are you in?” she asked, “Do you have her powers?”

Lilith sighed and tilted her head back, closing her eyes like she was enjoying a beautiful melody. A broad grin pulled her lips wide, the broadest smile Callisto had seen on the strange woman.

“Yessss…” Lilith crooned, as if in a trance, “Oh yesss… I can feel so many things now… see everything…”

Callisto strode towards her. Stopping beside her, she put her hand on Lilith’s shoulder, creating a physical connection to the eldritch Morlock’s powers.

“Show me.”

“Mmmm…” Lilith purred, her smile wistful and happy.

For several seconds nothing happened, and that time felt like an eternity to Callisto. There was always the chance this wouldn’t work and if it didn’t, she was unsure what her Morlocks could do but retreat. It would almost certainly ruin everything she’d worked for, planned, and built, but battling the likes of Storm, Rogue, and the others with what she had now, would definitely end in defeat. This HAD to work.

Just before Callisto considered snapping at Lilith to hurry up, it happened in a rush.

It was like doors in her mind, doors that opened to the outside world, suddenly opened. The presences of all the Morlocks around her stood out to her like neon lights. She could see them all in her mind’s eye, not just exactly where they were, but their thoughts.

Callisto drew in a sharp breath at the abrupt, almost overwhelming flood of various thoughts and feelings. She wasn’t just sensing the Morlocks nearby her, but all over the campus. She could tell who was hurt, who was unconscious, who was fighting and who they were fighting. She could even sense the X-Men as well, though some of them were somehow blurry, like they were shielding themselves from her.

More, this was only the tip of the iceberg. The Morlock queen could feel that if she tried, she could reach into each individual mind and see as deep as she liked, everything they’d normally hide. She could even meddle, change things if she liked, erase, cover up, pull apart.

A grin drew at the corners of Callisto’s mouth, pulling until it split into a manic, gleeful sneer. She cackled out loud with exhilaration.

So, this is what it was like to be a powerful telepath.

In truth, she knew she was only tapping into a fraction of Marvel Girl’s actual capabilities. Lilith couldn’t tap into the full power Jean Grey had spent a lifetime developing and harnessing, not to mention link that power to Callisto. She doubted she controlled even a tenth, or a twentieth of that massive reservoir of power.

However, this would be more than enough for what she needed.

Carefully, getting used to this new sensation, she spread her senses out, “seeing” as many of her Morlocks as she could. Closing her eyes to focus, she took stock of the forces she had, noted where they were, their morale, even the terrain nearby, mapping everything out in her mind.

Her ability to see a tactical solution to any problem was sometimes a double-edged sword. Though Callisto could see the necessary tactic with absolute clarity, she couldn’t always implement it, particularly when she was directing others to do it. Most useful tactics required several key elements including perfect timing, obedience, teamwork, and most of all a lack of any stupid mistakes, which unfortunately was far from a given when she was leading a swarm of misfit sewer dwellers. It was maddening to see and know exactly what needed to be done to turn a set of circumstances to her advantage, only to see the plan crumble due to the overzealousness, hesitation, or general ineptitude of her followers.

Having access to Jean’s telepathic powers changed all that. Now she didn’t have to hope her units were in position and pray they’d understood her orders and that they didn’t shoot themselves in the foot. With these abilities, she knew exactly where her men were and could guide them to do exactly what she wanted, when she wanted. She didn’t have to yell orders and hope they were heard, explain a plan and hope it was understood, she could direct them instantly and follow them every step of the way. It basically turned the frantic, chaotic nature of battle into something as simple as a video game.

Callisto had the ability to not only see the solution, but to direct everything as she wished, as easy as moving pieces on a board. With both of those things working in tandem, there was almost nothing she couldn’t do.

The first thing she set her mind to was marshalling her forces. She reached into the unconscious minds of all the beaten Morlocks she could and pulled them out of their slumber, directing them to move.

All over campus, Morlocks that had been previously rendered senseless by the X-Men, groaned and dragged themselves to their feet. A lot of them had thumping headaches and others simply couldn’t be budged, but many received the call and moved to obey. They weren’t under Callisto’s direct control, they simply had a strong urge to move, gathering themselves to return to the battle.

“Go…” Callisto whispered, “All of you. Go.”

As the Morlock queen moved her pieces where she wanted them, she noted their different abilities and the abilities of those they faced. She had a variety of tools at her disposal and already she could see how, if used in the right way, they could take defeat an X-Man. Not with raw power, but creativity, timing, and ingenuity.

None of the Morlock’s knew they were being guided, but they followed the directions. They suddenly felt the need to move to different areas, got new, good ideas for how to continue the battle. They even suddenly felt more confident, less awed by the mighty superhero team they were facing.

It didn’t take long before plans were in place, her pieces in position to strike.

And to start things off, Callisto reached into the mind of one particular X-Man. The young woman was distracted, in the process of forming an ambush of her own, unprepared for a telepathic attack.

To be fair, it wasn’t much of an attack. All Callisto did was poke her way inside the girl’s mind, then hid a single memory from her. A key, very important memory.

------------

Kitty was halfway through a wall when suddenly, and humiliatingly, she somehow forgot how to phase.

“Unh!” she grunted, blinking in surprise.

The small team of Psylocke, Shadowcat, and Wolverine had momentarily split up to keep from being swarmed by Morlocks. While Psylocke had made sure to draw the lion’s share after her, using her telepathy to goad them into pursuing her, Kitty and Laura had phased through a building to evade their pursuers. Their plan had been to slip away and get to the rendezvous with the others, letting their ninja teammate lead the others on a merry chase, then likewise slip away with her own stealth and mental powers.

They had just come to a relatively small, one-room storage house. Able to run much faster for much longer than her teammate, Wolverine had circumvented the cottage, while Kitty took a short cut. She’d taken a running leap through the wall, then phased through to keep running out the other side.

Or she’d tried to. Now she found herself stuck at the waist, caught in mid-leap, her torso and upper body on one side of the wall, while her legs and hindquarters on the other.

For a moment, Kitty just gaped in utter shock. When she was first learning to use her powers, she’d sometimes wind up losing her focus halfway through a phase and get stuck, but all she’d had to do was focus again and phase the rest of the way free. Those were elementary mistakes she hadn’t made in over a decade. At this point, phasing through walls was as easy as breathing.

To make things worse, she hadn’t ever gotten stuck in quite this awkward a position either. She was almost horizontal, elevated so her feet couldn’t quite touch the ground, leaving her doubled over in mid-air. For the moment, she looked like a cat that had tried to squeeze through a hole in a fence, only to exhaust itself halfway through.

“Okaaaay…” she muttered, flushing with embarrassment.

Shaking off her annoyance, Kitty took a deep breath. This was no time to get frustrated, even if she suspected her position resembled that of a Looney Tunes character. She narrowed her eyes and focused on her powers, willing herself to phase like she’d done thousands of times before.

Nothing happened.

She focused harder, scowling with effort. She gritted her teeth, narrowing her eyes to slits as she tried to ignore everything but using her powers. Her pretty face screwed up tight, like she was offering a fierce pout, her cheeks pinkening with strain.

But throughout her efforts, something simply felt wrong. The young brunette was putting as much mental force into using her powers as she ever had, but she felt like she was trying to push a square peg into a round hole. Something was missing, something she had done instinctively so many times before but had now simply slipped her mind.

Kitty finally gave it up with a gasp, actually out of breath from the effort.

“What the hell--?!” she snarled.

More than aware of the danger she was in, not to mention how humiliating it would be, if a Morlock found her like this, she squirmed about, trying to simply wriggle her way free. Planting her hands against the wall, she pushed and shimmied her hips, trying to squeeze through the rest of the way. When she didn’t budge an inch, she kicked her legs and bucked, using every ounce of leverage and muscle she had at her disposal.

She managed to wiggle a bit back and forward but was in no danger of freeing herself. The “hole” she’d made in the wall when phasing through fit perfectly to her trim waist, her rib cage not able to slip through, much less her wider hips.

Furious, growing more and more red in the face, Kitty finally resorted to beating at the wall with her fists.

“Come ON!” she hissed, barely managing to keep from shouting, “Let me… go! What the hell?!”

“Kitty?” A confused voice said from the other side of the wall.

Kitty stiffened, her heart skipping a beat.

“Are you all right?” the voice asked again.

Kitty relaxed slightly as she recognized the voice. It was Wolverine, no doubt having doubled back when she’d found she’d left her teammate behind.

Outside the small storage building, Kitty’s masked, muscular teammate tilted her head as she eyed legs and bottom clad in the yellow and blue spandex. Wolverine noted that they certainly looked like they belonged to Shadowcat but couldn’t yet conceive of an explanation for why they were sticking out of a wall.

Wincing, Kitty began to struggle with renewed fervor, focusing on her powers and trying to squirm free at the same time.

“Y-yeah!” she grunted as she fought, “I’m… fine!”

The young X-Man’s feet scrabbled against the wall, trying to get purchase, as she arched up and pushed with her arms.

Over years, Kitty had earned herself respect as one of the X-Men. She’d started out as a teenaged sidekick or mascot, much the same role as Jubilee was beginning to escape. She’d been bullied by girls at school, taunted and toyed with by older villains, but with training she’d come into her own and proved herself. Now old insecurities were starting to rear their head again. She felt like this moment was setting her five steps back.

Wolverine watched the athletic backside bob beneath the yellow seat of Kitty’s costume, then looked down the blue spandex of the legs that were struggling so frantically, then back up again.

“Are you stuck?” she asked.

The matter-of-fact question made Kitty beat her feet against the wall, biting her bottom lip to keep from screaming in frustration. She clenched her eyes shut, wanting to yell that she was fine, for Laura to worry about herself and go away. She even opened her mouth to do so.

Instead, she froze with the words on the tip of her tongue, then sighed. This was no time to be prideful. She WAS stuck, as humiliating as it was, and refusing Wolverine’s help would only leave her in this vulnerable position for enemies to find. She had to be mature and think of the team, of stopping the Morlocks’ rampage.

Burying her face in her hands she kicked her feet against the wall, shame making her wriggle like a worm. She even leaned back and thumped her head against the wall a few times. But then she let out a long, suffering sigh and slumped with resignation.

“Yeah…” she groaned, shaking her head, “Yeah, I’m… stuck.”

Wolverine grunted, “Okay.”

Stepping towards her trapped teammate, a single adamantium claw popped out of Laura’s right knuckle. She stopped behind Kitty then rapped the knuckles of her other hand against the wall. Fortunately, there wasn’t much need to insulate an oversized equipment shed, so the wall was easily thin enough for her claw to go all the way through.

“Stay still.” The young berserker warned, placing her claw against the wooded surface above Kitty’s back.

The wood, plaster, and concrete were no match for the razor sharp adamantium. With a push, the claw poked through to the inside of the building, then Laura began a sawing motion quickly but carefully cutting around her teammate’s waist.

Kitty sighed again, rolling her eyes both at herself and this situation. At least it was Laura who found her like this. A Morlock would have been the worst, but only slightly less horrifying would have been if it had been Jean, Rogue, Storm, or another X-Man she really admired. Laura’s general lack of a sense of humor meant she’d probably not even make note of this, but if it had been Dazzler, Domino, or—god—Jubilee? They’d be laughing themselves sick.

“I don’t know what happened,” she groaned as Laura continued cutting, “I just… I don’t know, it’s like my powers… like I…”

Wolverine only half listened, focusing on her work. She knew Kitty was embarrassed, but Laura didn’t think anything less of her or need an explanation. The important thing was to get her free and get back on mission, then figure out later how out how it happened.

The hole that would free Shadowcat was about a quarter of the way done when Wolverine picked up a familiar scent. A scent that made her heart lurch.

Startled, Laura stiffened with a sharp intake of breath. She looked over her shoulder, eyes darting about behind her mask.

It was a rare instance indeed that Wolverine was nervous, much less actively afraid. Kitty herself had never seen Laura even slightly skittish, so was momentarily baffled by what she was hearing.

Wolverine pulled her claw from the wall and turned around, her eyes growing wide, fear making her breasts heave in the yellow spandex. It was impossible that she was picking up this scent. It had all been destroyed, she herself had seen to it. There’s no way someone could have it here, of all places.

But despite those rationalities, the scent grew sharper, more unmistakable, and she began to feel the tell-tale symptoms it brought upon her. Everything in her vision became sharper, almost crystalized, her heart beginning to pound like a drum. A bitter taste pricked the tip of her tongue, her muscles beginning to clench reflexively, and her guts clenched as a kindling of unheralded anger grew in her breast.

“No…” Wolverine growled.

“Laura…?” Kitty asked, “What’s going on? Are you okay?”

Laura tossed her head violently, gritting her teeth and trying to overcome the implacable urges trying to fill her up. For an instant she dared to hope she’d fight through it, but she’d never been able to before and she couldn’t now. Her breath began rasping through her teeth as rage gripped her, her lips pulling back into a snarl.

She growled again, low and feral, her vision turning red. Thoughts faded away, replaced with instinct and an unstoppable need to kill.

“Laura!” Kitty called again.

All six of Wolverine’s claws burst from her fists and she roared, shrill as a wildcat. The sound of her own name was nothing but noise now. Nothing mattered except following the scent. No obstacle, pain, or even her own death would stop her from finding the source of that scent and ripping it to pieces.

Hunched, whites showing around her dilated eyes, the living weapon once known as X-23 loped away from the storage cabin towards her target.

“Laura?!” Kitty called, “Wait! What are you doing?!”

She turned herself, trying to peer through the cuts her teammate had left in the wall, but couldn’t make anything out. It wouldn’t have mattered if she did; Laura was already out of sight.

And she was still trapped.

--------

Her eyes closed, still standing over Lilith and the wilted Jean Grey, Callisto smiled.

That took care of two of them. Now to handle the ninja.

She knew just who she would use…

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