Emma Frost’s heels clicked and clacked on the metallic room’s floors in the mansions basements. Turning a corner, she found herself in front of a large circular door with a rather fitting “X” embossed upon it. Emma had been in this particular room hundreds of times before and had almost called it her second room. Without hesitation, Emma continued to walk towards the door as it began to open during her approach.

Cerebra, she thought to herself, I feel like I should just move my things into this room.

Emma walked along a small narrow path that lead to a behemoth of a computer console. Cerebra was the state of the art in amplifying the natural telepathic abilities of a mutant, and Emma had become quite adept at it during her tenure with the X-Men. Even though matters at the moment were quite dire, Emma still was in awe whenever she entered the room…it truly was the brain of the mansion.

Placing Cerebra’s helmet onto her head, she began to press various buttons across the console.

Charles…can you hear me? Emma’s thoughts echoed in her mind as suddenly around the room various images began to erupt on the circular walls around her. Charles, this is urgent!

Ah, Emma, came a response. Emma closed her eyes and focused her mental abilities on the source of the comment, Reading your thoughts I can sense something isn’t alright at the mansion.

She’s taken the girls dormitories under her control and has murdered Sofia Montega…we were too late…

Emma, I understand the seriousness of the situation, but you mustn’t show the students your fears. You of all of the X-Men know that. Xavier said in a deep echoing voice. Emma slouched her shoulders, placing her hand in between her hair.

…it seems everywhere I go, I manage to lose my students. No matter how I change…no, Charles, I’m sorry. I am digressing.

Charles Xavier didn’t immediately respond at first, I’ve called an old acquaintance of mine who has assured me he will arrive in only minutes.

Minutes? How is that possible?

Well…he contacted me during our conversation, echoed Xavier’s words, It seems a student had already tipped him off to the situation. He should be there shortly…keep me updated on the events as they transpire, Emma.

Emma took off Cerebra’s helmet and briskly exited the room, clacking her heels against the metallic floor. The door to Cerebra’s chamber closed behind her as she turned a quick corner and headed back the way she came. As she approached the mansion’s lobby, a tall man with incredibly well kept burgundy hair stood, as if waiting for her.

“Miss…Frost?” questioned the man, tossing his hair to the side. Emma eyed the man and instinctively took a quick peek into his mind. “Ah yes, it is Ms. Frost. And no, you may not look around in there.” The man gently tapped his forehead as he extended his other hand to her, “I believe Charles spoke of me earlier?”

How could you have blocked my readings, Emma muttered to herself, extending her own hand to reach his, “Yes, although he didn’t say a name?”

The man simply laughed, “We should halt pleasantries until later, do we not have urgent matters to attend to? The very livelihood of your students…surely you haven’t forgotten?”

“I haven’t, and it was yourself that started the handshake, wasn’t it?” Emma turned on her heel, a hint of annoyance and aggravation in her tone as she began to head hastily toward the girls dormitories, “Follow quickly and listen intently, as I will not repeat myself.”

The man grinned as he followed several feet behind the glowing blonde, “Well Ms. Frost, I have been warned of you. But if you must know a name you can call me Membrain.”

Girls Dormitories

“Attack, Sapien League! Do not leave one alive!”

The Leper Queen’s henchmen quickly took her orders and readied their assault rifles. Their number was almost if not the same as the number of girls in the dormitories. Cyclops, leader of the X-Men, The Juggernaut, Elixir and Wallflower made up the opposing ranks of the mutant bigots as well as the mass of girls who has finally been freed of their power dampening.

The shots fired quickly and without much time to react. Noriko Ashida’s electric gauntlets jolted quickly and zapped the oncoming metal bullets from the air.

“Is that all you got you cowardly piece of shit?!” Noriko shouted, lunging atop the Leper Queen. She connected with her and the two of them rolled into a nearby wall, eventually stopping with Nori sitting atop the Queen, her fist raised into the air cursing with electric charge. “I swear I’ll end it right here.”

“NORI! Stop it!” Cyclops shouted, knocking down several members of the Sapien League with quick short bursts of his optic eye beams. Plowing through a few more, he pointed towards the girls. “Pixie! Get into the air, I need you to do what you’ve been training to do. Alexis! Teleport all of the other girls out of the dormitories immediately!”

Alexis Walker didn’t hesitate upon Cyclops’ words and grabbed the nearest girl and teleported out of sight until reappearing almost seconds later to snatch another. The young woman known as Pixie rose to the air and took a deep breath. She almost froze in place as she looked down upon the League’s rifles aiming at her.

“Cain, cover her!” Cyclops shouted, his eye beams piercing another set of League members.

The Juggernaut’s mammoth of a body rose to block Pixie’s from any and all attacks, “C’mon, kid, do what ya gotta do!”

Pixie fluttered her rainbow wings with quick and violent swoops as beautiful sparkling dust descended upon the League members. The hallucinogenic dust covered the air around them with increasing number and the members of the Sapien League began to act rather oddly in tandem.

“Nice goin’ kid!” Cain shouted as he watched the league members begin to hallucinate and shoot wildly and recklessly at seemingly nothing. Taking advantage of the situation, Cain grabbed one of the members and threw them into several others, knocking the lot of them onto the ground. Finishing it off, he slammed his fist into the fallen members’ abdomens, falling unconscious right on impact. “Keep it up, they’re fallin’ like flies.”

As the battle began to get heated, Joshua Folley, known as the Elixir, and Laurie Collins, known as Wallflower were already at the side of their fallen teammate, Sofia Montega. Josh briskly knelt down to her side and dragged her to a safer position behind enemy fire.

“Can you save her, Josh?” Laurie asked, curling Sofia’s hair around her ear. Her eyes began to water as suddenly as she spoke.

“I’m trying…!” Josh muttered, sweat clearly permeating from his forehead. His golden skin almost glowed; his hands pulsating around Sofia’s skull. “Wake up dammit…WAKE UP!”

“Why isn’t it working?” Laurie stammered, her tears stumbling down her cheeks. Her eyes narrowed and turned her gaze to rest upon the Leper Queen, a look of anger and frustration eclipsing her face.

“LAURIE LOOK OUT!” screamed Josh. Laurie suddenly adjusted her attention to what Josh had warned her of. A gunshot crackled from the barrel of the gun and zoomed towards her.

“NO!” Laurie yelped, covering her head with her hands, knowing full well it wouldn’t help at all. Just as the bullet was about to strike, a shot of ice intercepted it, sending it to the ground at almost a millimeter from her head. Laurie meekly looked up, peering her eyes in between her arms.

“I leave for 10 minutes and you guys already get mutant bigots on your lawn.”

“Iceman…!”

Mansion Halls

The man calling himself Membrain was truly an enigma to Emma. Xavier’s words of the man began to relay themselves back and forth in her head: a student had tipped them off to him? How had one of her students known of this man when she herself had never heard of him before this very night? And how could he of all people be able to block a simple psychic scan?

Regardless, the two of them rushed down the mansion hallways, outside into the lawn of the mansion. Emma decided now would be an ideal time for some answers.

“Which of my students ‘tipped’ you off, Professor? Since you are immune to my scans, it’s not easy to get the answers I need,” Emma stated matter of factly.

Emma never turned around to face Membrain as she spoke to him, but she could hear a slight chuckle before he responded, “Their name wasn’t revealed to me, but I do believe it was female.”

“Conveinent,” Emma responded, a very obvious tone of annoyance in her voice. Emma halted her sprint down the lawn and stopped before entering the debris filled entrance to the Girls Dormitories, “I’ve never been known to most as leaving a good first impression, but I almost assuredly don’t when I abhor the person I am meeting. I don’ t trust you, and when this mess is all over, I hope you kindly show yourself the door.”

“Making friends was not my intention upon arriving Ms. Frost,” Membrain said, continuing into the dormitory without her, “It was to save these children from death. And if you wish that I leave after giving your inept team assistance than by all means, I will.”

“Inept?” Emma repeated, “I hope no one has ever praised your comedic skills, Professor, but you are sadly mistaken.” The two of them remained silent the rest of the way until finally reaching the girls dormitory common room.

Professor Membrain simply began to walk casually across the battlefield, expertly avoiding the gunfire as if it were avoiding a collision with a passerby on a stroll through a busy street. Walking up to the remaining gunmen, he merely grabbed it out of their hands and broke it in half. Emma couldn’t help but to stare, slightly enthralled, and slightly aggravated. Snapping out of her trance, she quickly rushed to Sofia’s body, placing her hands around Laurie and Josh.

“I tried to save her, Ms. Frost…she’s not getting up…” Josh said, his eyes situated on the ground.

“Don’t worry, Joshua, you did great,” Emma said, placing her arm around Josh. Laurie hadn’t been paying attention as anger swarmed in her ocean blue eyes. Now that the gunfire had stopped, the Queen herself had been cornered. She intended to have a final say in the matter. Getting up, she walked swiftly towards the Queen, Professor Membrain, Cyclops, Iceman and Surge all hovering around her.

“Who are you and how did you get into this mansion?” Cyclops yelled as Surge grabbed her by her shirt and began to generate powerful electrical energies around it. The Queen remained silent. Membrain cocked an eyebrow and smirked, “Delusional and psychotic, clearly a trend with these types.”

“She’s obiously not going to say anything, “ Surge said swiftly, an angry tone to her voice. Her hands began to generate an increased amount of electricity at this point.

“I’m with the kid, Scott,” Iceman responded, “Time to take the trash out.”

“Noriko, Bobby, settle down. If she’s not going to say anything, than she can stay here until she decides that she wants to talk. Cain, bring her down to the mansions sub basements.”

Mansion Sub Basements, several hours later

Laurie Collins was still relatively amateur when it came to her mutant abilities. Her ability to control the pheromones in the air could drastically change the emotions of others at will. While this could easily make her beloved by all that she meets, not knowing how to control her abilities would mean that everyone she had ever met had only liked her because of these powers. This had led her to be shy; out casting herself from society at a younger age and was ultimately why she was placed at Xavier’s school.

Laurie had been sitting by the holding room that the Leper Queen had been placed in for hours now, just silently watching. The Queen wasn’t talking, but Laurie didn’t care. The events that transpired tonight murdered the one friend she had made that she was sure that liked her for who she was…and not for what her powers had granted her. Laurie got up from sitting and approached the doorway. Taking a deep breath, she quickly opened it.

The room was dark and musty. The walls were metallic, like most of the sub basement, but all light had been drained out of the room as the door behind Laurie closed. She could see the figure of the Leper Queen in the corner of the room, her hands tied behind her back in an armored fisticuff, similar to what Surge used for her abilities, yet longer and connected to each hand.

“I refuse to talk to any of you filth.”

Laurie jumped at the Queen’s words, but quickly maintained her composure, “I want to know why you killed her. I want to know how you got into our mansion and attempted to kill all of us.”

The Leper Queen spat on Laurie’s feet and turned her head to face the wall. Laurie closed her eyes as a yellow aura appeared around her body, “Maybe you need to calm down and get a little more comfortable. You can trust me…”

“I…” muttered the Queen, “…I…”

“You can tell me, you can trust me.” Laurie said softly, her body glowing pristinely golden.

The Leper Queen’s posture began to change from fidgety to more comfortable, un-slouching her arms and feeling at ease. “My father…he was a devout Christian. So was my mother; both of them had met during Lent in our local church in Indiana. They fell in love, and married, and eventually had a daughter. Turns out their daughter was…was a…”

“Was a what?” snapped Laurie, her golden aura rippling off of her body in energy bursts.

“…mutant.”

“Were you that daughter?” Laurie asked.

“…yes. Life was perfectly fine growing up until my thirteenth birthday. I was having a birthday party with friends and…it manifested itself. I started to shape shift into my guests at my party,” she said. Laurie could begin to hear feint sobs, “My father was furious and disowned me that night, calling me a living sin. I wanted more than anything to gain my father’s attention, and that sent me…that sent me to a place I’ve always been.

“I convinced myself I wasn’t a mutant and learned how to control my abilities to an extent where I would never have to use them. And since then, I am no longer a mutant. I joined my father’s church and eventually was accepted back into the family. Until of course I had my first child. My own daughter…she was…filth. I gave birth to unadulterated trash. I hated my daughter. I wanted nothing more to…”

“How did you get into the school?” Laurie interrupted.

“I was somehow able to disguise myself into one of your classmates and infiltrate the mansion easily. Your friend Sofia almost stopped me…but God does not allow sinners to stop his messengers.”

“Somehow able?” Laurie asked, “You said you were a mutant…”

“I WAS a mutant. I am not any longer…” she quickly interjected.

Laurie Collins’ aura switched from a golden yellow to blood red in almost a second. Her eyes narrowed, tears beginning to fall from her eyes, “Do you not feel any remorse for what you’ve done?!”

The Leper Queen’s posture changed just as Laurie’s aura did. She began to huddle herself towards the corner of the room, her limbs hanging lazily and unmotivated.

“No,” responded the Queen.

Laurie’s blood red aura grew larger from her body, “Then feel this. Feel depressed. Feel so pitiful that you no longer want to live. FEEL WORTHLESS LIKE YOU ARE! WORTHLESS FOR KILLING AN INNOCENT GIRL WHO WAS JUST TRYING TO PROTECT HER FRIENDS!”

“Y…you’re right…” she said, her voice sullen and worn out. Taking off her iron mask, Laurie almost gasped at the true face of the woman before her. It was cut and bruised, but there was a beautiful woman underneath. Her unkempt burgundy hair had been shaved off, but poorly, as some patches of hair were still unshaven. She glanced at her iron mask and held it out in front of herself, before plunging it into her abdomen.

Laurie gasped as the aura around her suddenly disappeared into thin air. What had she done..? Her tears still flowing, Laurie bolted out of the door.

“What’s wrong, young one?”

Laurie jumped at the unexpected voice from nearby. Looking ahead of her, she saw the figure of the well dressed brown haired man from earlier.

“H..How did you..?” Laurie stammered in between sobs. The man walked over to her and began to wipe away her tears.

“You are Laurie Collins, correct? Known as the Wallflower?”

Laurie turned her head to face the room she had been in with the Leper Queen, “Y-yes.”

“It is a pleasure to meet you, as I have heard that you possess great potential…which you just showed in that room there, didn’t you?” he stated, eyeing the Queen’s room with her. Laurie’s mouth dropped open as she struggled for words, “Do not worry, I will tell Mr. Summers and Ms. Frost it was my doing. But I do have a favor to ask of you.”

Laurie was still in shock and just merely nodded.

“I have a school similar to this very one and would be honored if you would allow me to teach you to further study your abilities.”

Laurie truly couldn’t comprehend all of the sudden events that had just occurred. Words failed to come to her for a second time and she simply shook her head.

“…I understand. Then promise me this, Ms. Collins…don’t let the teachings of Mr. Summers and Ms. Frost stop you from holding back. What you did in that room…well, it was nothing short of extraordinary. Promise me that, child.”

“…yes,” Laurie finally managed to say. And with that, she held back more tears and ran up a nearby staircase and escaping Membrain’s view.

Headmaster’s Office

Scott Summers walked into his office, immediately sitting on a chair near a large wooden desk. Emma Frost quickly followed suit and stood adjacent to her lover, followed closely by Bobby Drake, and the newest arrival, Professor Membrain. Both Bobby and Membrain sat on two adjoining chairs to the table, facing both Scott and Emma.

“Well, I am not going to sugarcoat this but, it seems that many of your students are leaving the institute due to a lack of proper security,” Membrain began, breaking the silence.

“Xavier’s Institute is one of the most secure facilities in this country, Professor,” Scott replied, “And that is a shame, but if that is their wish, then we will stand behind them regardless.”

“I doubt you helped in that matter, ‘Professor.’ What exactly are you a Professor of, per se?” Emma interjected.

“Emma, please,” Scott said, raising his hand to stop the argument that almost assuredly would have taken place.

“Well, Ms. Frost is right in a way. I have spoken with some of the student body here at the mansion,” Membrain added, “And some of the students would like to join me at my facility. Hopefully that doesn’t upset anyone here..?” Membrain awaited an answer during an awkward silence and continued to speak, “and as for the Leper Queen. She is dead.”

The Next Day...

“Yes, we’ll be stopping all student applicants for the time being,” Scott Summers said, speaking into a telephone, “We ask that you respect our privacy at this time.”

Scott hung up the phone without saying any cordial goodbyes as Emma Frost walked into his office.

“Are Membrain’s students leaving with the majority of them?” Scott asked, fixing his ruby quartz glasses. Emma nodded.

“Yes. However I bought us some time,” Emma responded, pointing towards the doorway. Alexis Walker appeared in the archway, looking awkwardly at the two headmasters, yet still traditionally stoic. “Alexis had already agreed to join Membrain’s student body, but under different reasons than that of the other students. I’ve asked her to keep an eye on things so we may watch from afar.”

“And what reason was that, Alexis?” Scott asked.

Alexis’ crimson eyes averted their gaze as she grabbed her arm with her other free hand, “…I saw the Leper Queen’s face…she was...”

Emma walked towards Alexis and embraced her gently, “I will explain it to Scott in due time, Alexis. Now go, I’m sure that wretch is waiting.”

Alexis nodded and slowly left the office, taking in a deep breath.

X-Tra's

Well here it is, the first arc of the Lab’s X-Men saga come to a close. If you’re interested in what’s coming up with Professor Membrain and his motley crew of students, then I suggest you head on over to Kevin Schmidt’s New Mutants title. As for the X-Men themselves, tune in for our next exciting installment.

The X-Men have been hit with a heavy blow, and most of their student body has elected to leave. Training these students in mastering their abilities has never been more important, but Professor Xavier has asked the X-Men to accompany him down to Genosha to help him quell a growing problem in his midst…could there be a new Magneto? And stay tuned for a new X-Men Unlimited installment that should shed more light into the Leper Queen’s attack, set hours before her invasion, as told by Sofia Montega. Find out next time!

-Chris