The Uncanny X-Men - Chapter 01 "PERFECT RECALL"
by Stephen R. Sobotka - 2006-2008 ©

DISCLAIMER : This work is a fan fiction, based on characters and situations from the MARVEL Comics Series "X-MEN". All Characters within - with exception to the ones created by the author - are the ™ and Copyright of said licensees, and are used here without their permission. This is done without intent to gain payment or money of any kind. Please Do Not Sue.

AUTHOR'S NOTE : This story, and all subsequent chapters to follow, are part of a tribute to one of the unsung greats of Marvel - the late Dave Cockrum; one of the instrumental team members who was responsible for the reboot of the X-Men back in the 1970's. The work he did, beginning with "Giant-Sized X-Men #1" was key to the genesis of this entire effort.

As such, this version of the Marvel Universe is a different take on what's been established before. Be aware, there are some major changes and differences ahead.

Enjoy! - SRS




"In the News today, scientific stations around the world are baffled by a 'tremor', reading well off the Rictor Scale, that was detected somewhere in the South Pacific. Sources currently report that, while details are not forthcoming, what is known is that a massive seismic event - somewhere in an uncharted area beyond the major shipping lanes - has caused a huge tidal surge that has reached as far as Japan, Alaska and even the coastal regions of North and South America . . ."

O o O

The Inner Sanctum of the Hellfire Club,
New York City HQ, 5th Avenue, Manhattan
Two Days Later . . .

"My Lord . . . Lady?"

Turning towards the entrance to the parlor, the slim, raven-haired woman clad in a shelf-corset, black panties and laced thigh-high boots took note of the timid-looking house-girl standing just inside the doorway. Making a few mental calculations, Tessa stepped away from the pair playing chess at the low table beside her and addressed the young woman. "What is it, Minerva? Orders were given that the Lords Cardinal were to be left in peace until noon."

"Forgive me, Lady," the girl said meekly, "but, a visitor is in the main foyer, and wishes to address the Black King personally."

Looking up from the striking game before him, the dashingly-dressed man known as Sebastian Shaw glanced briefly at the scantily-dressed servant, before he picked up one of his pieces and moved it into position against those of his opponent. "Does this visitor . . . have a name, girl?"

"It is a Professor Charles Xavier, Lord."

At that, both Shaw and Tessa glanced at each other. "Xavier?" Shaw turned completely around in his seat, his dark brows knitting together as stared at the servant. "Why would he be wanting to see me?" Pressing his lips into a thin line, he asked, "Tessa?"

"Uncertain," she replied, her own forehead creased, her eyes shifting their focus inwards as she made some intense calculations. At length, she said, "Xavier preferse to have little to do with the Hellfire Club - on a public level - even though he's been invited to become a member on several occasions."

Shaw snorted.

Across from where Shaw sat, his opponent toyed with one of her white chess pieces, rolling the pawn between her slim fingers. "Perhaps this Xavier wishes to speak with you on a more . . . private matter, Sebastian." The young teen aged woman smiled fetchingly - though with the underlying energy of a coiled predator - as Shaw turned to regard her. "If anything, I'd be intrigued to know what he's come to see you for. It might let you get some leverage over him." Flicking some of her white-blond locks out of her face, she added with a touch of levity, "To use against him when the time was right, of course."

Shaw chuckled. "You learn your lessons quickly, Emma," he said.

"I have a good teacher." Emma Frost nodded respectfully towards Shaw.

Tessa listened to the exchange, keeping silent while she waited for Shaw to respond to the current matter, all the while keeping one eye on his young companion. Having only recently come up into her station within the middle rank of the Inner Circle, the young blond had proved to be an apt disciple of Shaw's; using her natural guile, wit and skills to manipulate others and secure herself as his number-one companion. The fact that Emma was also a telepath - a mutant power she was still developing - made her practically indispensable to Shaw, as Tessa was, in securing his current position as the Black King.

"Still, I doubt Xavier would allow any chinks in his armor to be discovered so . . . easily, even during a visit with a rival." Shaw said at last.

"Shall we send him away, Sir?" Tessa asked.

Leaning back in his chair, Shaw idly reached over and picked up his own black king from the chess board and let it twirl over and around his knuckles, while thinking deeply for a moment. Sighing, he nodded to the servant girl. "Bring him in, and be quick, girl."

Bobbing a curtsy, the timid girl turned and fled from the room, the echo of her high-heeled shoes ringing down the hall.

Replacing the piece on the board, Shaw rose and started to pace a bit. "Tessa, are-?"

"All safeguards are in place," the tall, raven-haired woman said calmly. "I've also taken the precaution of alerting your personal guards."

Surprise flickered across Emma's face. "A little . . . paranoid, aren't we?"

Glancing over his shoulder with a grin, Shaw said, "One doesn't become one of the Lords Cardinal by being foolish enough not to be prepared, Emma." He turned back and crossed his arms over his chest. "I've learned to never take any chances in underestimating anyone . . . especially with a man like Charles Xavier."

"You would be wise to listen." Tessa said softly - so soft, Emma snapped her eyes around, unsure if she'd even heard Shaw's assistant speak. Before she could reply, Tessa spoke again in a normal volume, saying, "Minerva is arriving, Shaw, with our guest."

Returning to his seat, Shaw sat down to await their arrival, while Emma composed herself to match his posture. Tessa simply moved to the side of the room; going still as a statue while she waited as well.

In due course, the servant girl appeared in the doorway, pausing to curtsy once more before announcing, "My Lord, Ladies . . . I present Professor Xavier." Stepping aside, she made a short bow over both hands, folding at the waist, as she dipped her face in a show of respect.

The soft whirl of an electric motor heralded the appearance of Xavier; dressed in a elegant dark suit and tie, with his feet shod in patent leather shoes, propped on the footrests of the powered wheelchair he rode. Handsome, if a bit severe in his composure, with his dark eyes and bald head, he guided his chair past the servant and onto the embroidered rug in front of Shaw.

"Charles Xavier," Shaw said, nodding.

Charles nodded silently in return, his eyes neither going right or left, but staring almost blankly straight ahead at Shaw.

Something isn't right here. Tessa's voice sounded in Shaw's head. Charles has his psychic shields up at maximum.

Shaw cleared his throat, digesting what she reported. "Welcome to the Hellfire Club, Charles. We are honored to have the founder of one of Westchester's finest schools pay us a visit." He nodded to the servant, who had not moved from the doorway. "Minerva, do go and fetch our guest something to drink-."

"Forgive me, Sebastian," Charles said, cutting off Shaw's order. He hadn't been snappish or rude, but the quiet intensity of his words had been just as effective. "I thank you, but my visit will be a brief one, so you will not have to bring me any refreshments."

"Oh? I see." Shaw glanced at Tessa, then Emma, before asking, "Might I ask why you are here then?"

Briefly, Charles seemed to fold in on himself, before he gathered himself and sat up straight in his chair. "I've come here to release someone from your service. Someone that I had come to you, to keep me . . . appraised of your activities here."

Surprised, it took all of Shaw's willpower to keep his seat, yet he couldn't stop the sudden bark of anger that slipped from his lips. "A spy?" He clenched his hands into fists against the armrests on his chair. "You dared to plant a spy into our organization?"

"They were not under any orders to cause mischief or to sabotage anything while they were under your orders, Sebastian." Xavier remained calm. "In truth, you actually accepted them without reserve, since they approached you without any indications of malicious intent. Your own truth seekers would have found that out, from the beginning. All they were to do was merely observe . . . nothing more."

Shaw was livid, but Emma reached over to place a hand on his arm. "I believe he is right about that one detail, Sebastian," she said. "Every servant that comes to work for the Hellfire Club is subject to a thorough truth screening." She smirked. "Our own telepaths would have weeded out anyone that meant to do us harm."

Shaw seethed, but was losing his rising temper by degrees as the logic in her words sunk in. "Still, I find that hard to believe . . . in fact, you have a lot of gall, Charles," he said, addressing the wheelchair-bound man with a scowl. "Even more to just come before me and announce you have a spy in-!"

"Would you rather I had tried to extract them by force?" Charles tipped his head in a placating gesture. "What would that have done for any of us, now really? If I had forced the issue, you would have had the cause to retaliate against my school, attack my . . . students." There was a slight tremor in his voice, which vanished quickly as he added, "No, Sebastian. In this way, we're both able to save face for both of our organizations, and maintain the status quo between us. Surely you can see the reason in that."

"The Professor has a point, Sir."

Shaw had been about to let his temper flare anew, but the cool tone of Tessa's statement had quickly doused it. "You would agree-?"

"I agree with the final analysis. A forced extraction would have evoked the ire of all of the Lords Cardinal - not just you, Sir - and made them seek revenge on him," Tessa said simply. "It would have started a pocket-war which would be costly to all parties concerned. Costs which - in the long run - the Hellfire Club would not be able to afford." She looked at him pointedly. "Costs you yourself cannot afford, if you wish to remain Black King."

Shaw took a deep breath. It was true, especially with any other number of people - like Bogan, Leland, Fitzroy and such - who all coveted his rank and title among the Inner Circle. He looked at Tessa with an arched expression. "You are certain of this, of course?"

"When I have the information, I am never wrong, Sir."

Emma pursed her lips. "Must be boring, being right all the time," she said under her breath.

"Emma, that will be enough." Shaw turned back to face Xavier with a deep sigh of waning frustration. "Very well, Charles. When I see it in this light . . . you were right to come and speak to me about this openly."

"Then I may retrieve my operative, and depart without further problems?" Xavier leaned back in his chair. "I simply don't wish to cause a scene."

"Very well," Shaw said, planing his hands on his hips. "Shall I summon your 'pawn', so we may at least learn who they were before you depart?"

A small smile spread over Xavier's lips. "There's no need, Shaw. My agent is already here."

Now Shaw did rise from his seat. "They are? Who, then-?" He glanced towards the doorway - the servant, Minerva was looking at them all with a nervous, fearful look - then over towards Emma. The teen aged telepath was crossly shaking her head, clearly reading his suspicion.

"I believe, Professor Xavier was referring to me, Sir."

Whirling around, Shaw blinked as Tessa stepped away from the wall and moved to stand between him and Charles. "Tessa!" he gasped; the shock all to clear on his face as he stared at his now-former assistant. "It was you, all this time?"

"I am sorry for the deception, Sebastian. I don't pretend to imagine how you must feel, but the odds are you will recover . . . in time. I simply was doing my duty, as any one who works undercover will tell you." She looked at Xavier and said, "I do apologize for not coming forwards sooner, Charles-."

"It is all right, Tessa," Charles said. "Explanations can be given later . . . for now, I believe it is best we leave this place."

"Agreed, but . . . a moment, please?" Tessa faced Emma, staring at her with her violet eyes glittering. "There is something I must do here."

Emma rose from her seat and stood with her hands half-way raised, as if she expected Tessa to attack.

"Don't harm her, Tessa!" Shaw moved to stand between the two young women . . . only to stop in mid-step when a mental order from Xavier intervened; Stop. Wait. Unbidden, Shaw felt his body freeze in place.

Tessa didn't advance further towards the blond telepath; she merely stood there and folded her hands before her. "I mean you no ill, Emma," she said. "Though we never were really . . . friends, I still feel I must give you something for my time spent here."

Emma didn't relax, but she arched one eyebrow at the dark-haired woman. "Thanks, but I don't think I'd want anything from you, not after just-."

"It's not anything material," Tessa said, her cool voice cutting across Emma's retort like an icy blade. "Rather, it is . . . information." With that, her eyes widened slightly.

Emma gasped, flinching as she stared back at Tessa. "Wh-what . . . are . . . ?" Shaking her head, she started to sink back into her seat.

"What-?" Shaw once more made to move towards his young charge.

Tessa held out one hand towards him. "She is unharmed. I'm merely leaving her with knowledge."

"Knowledge?" Shaw stared at her, uncertainty flickering across his face.

Abruptly, Tessa's intense expression relaxed, and Emma dropped fully into the chair behind her; moaning and holding her head with both hands as the telepathic link between them was cut off.

"I am finished. Use my gift well . . . and, good-bye Emma," Tessa said softly. "For now." Turning she nodded to Shaw. "Good-bye, Sebastian. While it may not seem like it, it was . . . an honor to serve you." She looked to Xavier, who was turned around, facing the door. "I am ready, Charles."

"Have a good day, Sebastian . . . until our next meeting," Xavier said, waiting as Tessa stepped towards the door, before following her out of the room, leaving the servant girl to trail after them to show them out.

Shaw watched them go, his ire seething, before he turned to face Emma. "Good riddance! 'An honor' she said . . . blast the girl!" He looked at the blonde, shoving his anger aside as he said, "Are you all right, Emma? If that little, two-faced-."

"Shut . . . up . . . Sebastian!"

Jerking back slightly, Shaw's eyes grew wide at the sudden, icy vehemence in the young girl's voice. "Emma?"

Lifting her head from her hands, Emma Frost glared at the Black King with utter, fiery hatred blazing in her crystal-blue eyes. "I said . . . shut, up, before I KILL you, you . . . bastard!"


Outside, after having paused long enough to take up a long overcoat and wrap it around herself, Tessa followed Charles to a parked luxury car waiting by the curb. After waiting for him to guide his chair into the back of the passenger space on a specially-designed micro-lift, Tessa closed the door and moved to take her place behind the wheel. As she secured her seatbelt, she noticed the radio had been left on, so she reached over towards its controls.

" . . . in a tragic piece of news, on the world's Science Frontier, the intrepid research flight of four astronauts, headed by one Reed- CLIK!"

The silence in the car was nearly as loud as the noise from the traffic outside, as Tessa waited for Charles to speak.

"Tessa . . . take us home."

"Home, sir?" She turned half-way around, looking out the passenger's side window as she said evenly. "For the past several years, the Hellfire Club has been my home . . . and now, you've come out of nowhere and removed me from the position you set me up for, without any explanation why, and all you say at this point is 'take us home'?"

Charles said nothing in reply.

Tessa tried to read her one-time mentor's mind, but with her limited telepathic ability and his own personal shields in place, she could not get through. "Charles, at least tell me why you felt it necessary to pull me out from the Hellfire Club. Not that I'm ungrateful, but the importance of my mission-."

"It was necessary," Charles said softly, breaking his silence. "I . . . I need your help."

"My help?"

Charles nodded, dropping his chin to his chest. "There is . . . much for you . . . back at the institute," he said. "I . . . cannot . . ."

Tessa frowned. The tone of his voice and the way she read his body language . . . something he wasn't saying made a red flag pop up in her mind. "Charles? What has happened at the Institute?"

"There . . . there has been . . . !"

"What? What has happened?" Xaiver was shaking . . . his breath hitching in soft hiccups of air . . . he was crying? "Charles!"

"Dead!" The word exploded from his lips; colored with barely-contained anguish. Xavier looked up at Tessa, his eyes wet with fresh tears. "All of them . . . my students! The X-Men, are dead!"

To Be Continued...