Disclaimer:  The characters aren't mine; they belong to Marvel.  I'm only borrowing them and I promise to give them back when I'm done.

Continuity:  This sort of — kind of takes place in current continuity, with a few changes.  I changed the ending of the last book of the first Counter X Gen X arc.  Sean does not get to Skin and Warden Coffin in time to save him, so Skin is killed.  Also, the silly bit that happened in the last few panels didn't happen — the government got p.o'ed at Gen X and started to hunt them.  I want to thank Luba for her kindness betareading this little story and for archiving both mine and my husband's stories; and I want to thank Joe for pushing me to do this and I just want to say that I love him.

Now it's storytime!

"You're such good boys.  Now go back to your kennel and when I get back I'll give you your reward."  I smile down at the two figures who were once two of the dearest people in the world to me, now on their knees kissing my feet thanking me for being such a kind and generous mistress.

As the two — Kurt, the fuzzy elf who used to call me Katzchen, and Piotr, the first man I ever loved — turned to go back to their little cell, I can't help but think, as I look around my richly furnished room, at how rapidly things could change in a little over a year.  I glance at the luxurious four-poster Queen Anne bed that I share with Emma or Sebastian — or both, depending on our moods — thinking about how different it is from that threadbare blanket on the cold floor that served as my bedding during my captivity.  I never let my pets on my bed when I play with them — that's what the playroom is for, my bed is reserved for human beings.  So are the Georgian armoire, the gilt mirror, and the expensive perfumes.  As I begin dressing for tonight's party, I can see what I've now become.  The brown eyes that a certain dark haired Englishman once called soulful now have a hardness they didn't have when we were together so long ago.  The hair that I had cut short a year go has grown back now, but for tonight I've had it done up; and a good look at my face can tell almost anyone that the innocence I once had has long gone.  I wonder what Mom and Dad would say if they could see me now?  Well, Mom will see me in the society pages in tomorrow's paper, and Dad... if there is such a thing as heaven or hell, he's already seeing me.

It all began with my escape from the space station that Seth had sabotaged.  Seth, the man who I had thought loved me, who I had found out to be a Neo.  I escaped from the station only to be captured by the Neo.  Once in their hands, I — along with Cecilia Reyes and Charlotte Jones, who had also been abandoned by the X-Men — became nothing more than a plaything, handed from one to another to do with as they wished.  I still have nightmares about what Jaeger and Domina did to me — those two were far and away the worst of the lot.

And while I and the other women were going through this hell, what were the people I thought were my friends and teammates doing?  Sunning themselves and swimming in the nice cool water of the lake on the mansion grounds!  While Jaeger was raping me for the umpteenth time — Logan was drinking a beer!  While Domina was beating Cecilia and me — Rogue was doing a swan dive!  While the Neo forced me to do...what I did...with Charlotte Jones for their twisted amusement — Psylocke was flirting with the new guy, Neil Sharra!  In the end, it wasn't the X-Men who rescued the others and me, it was Sebastian Shaw and the Hellfire Club!  Then came more blows.  Emma, who had returned to her place as White Queen, bringing with her the survivors from Generation X, delivered the news to me.  Pete had been killed in San Francisco — murdered in cold blood, shot in the back while X-Force was defeating an old Cold War government plot called Cuckoo that had turned the people of San Francisco into frenzied mutants.

Sometimes I wonder what would have happened had Pete lived.  According to Emma, he died shortly after I had been taken prisoner.  Through Roberto I found out that, while he was alive, none of the X-Men had even bothered to tell him that I had disappeared.  After we would have returned from repairing the station I was supposed to meet with him.  I had intended to close the books — to tell him about Seth, to give him the 'we can always be friends' line of bull, but I never got the chance.  I'd like to think that, had he have been told about what had happened to me, he and the rest of X-Force would have tried to rescue us — that's why, without letting him in on our plans, Bobby and I convinced Sam to arrange for Dani to be somewhere else when the X-Men walked into our trap, sparing her Kurt, Piotr, and Ororo's fate.  Maybe had Pete rescued us, things would have been different — I probably would have joined X-Force, I probably would have gotten back together with him, I would have been there to watch his back, kept him from getting shot...  Well, I can take at least one small measure of satisfaction — I have the head of the thing that shot my Pete hanging on the wall in the basement trophy room.  Sebastian calls it 'quite the conversation piece.'  I just smile and call it payback.  In respect for Pete's memory, we and X-Force have an informal truce — they stay out of our way, and we stay out of theirs — although occasionally we'll feed them a little tidbit about some nasty government plot or other that is not in our best interests to have continue, and they go and stamp it out for us — a nice arrangement for all concerned.

Emma and Sean had also been betrayed by the X-Men — abandoned by them when they needed them most.  The first time, Emma told me when we were comparing our experiences with the X-Men over snifters of brandy, she had discovered she couldn't rely on the X-Men to rescue anyone was during Operation Zero Tolerance, when they had abandoned Jubilee to Bastion.  That experience taught both her and Sean to rely only on themselves.  Later, about the same time I disappeared, her students had discovered that kids were being taken away and imprisoned in a place called the "House of Correction," and decided to do something about it.  They succeeded in killing Coffin and bringing down the horrors of that place, but not without paying a price — Angelo Espinosa, Skin, was killed by the horrible warden before Sean was able to save him.  Busting up the House of Correction also immediately placed Generation X on many people's hit lists.  Then Sean was killed.  A bullet to the back of the head while he was walking down the street — some way for a superhero to go.  Emma knew that she and the others needed protection — and that was when Sebastian Shaw came to her, offering her her old position as White Queen, still vacant after the death of Adrienne.  He also offered protection and security to the students, and eventual positions in the Inner Circle to those who wanted them and were able and qualified to hold them.  After much soul searching and discussion with her students, she agreed to Sebastian's terms and brought Gen X over with her to the Club — except for Paige and Jubilee, who joined Sam in X-Force.

So, along with Roberto DaCosta, Monet and Jono, Sebastian, Emma and I — the nucleus for the new Inner Circle — took the Club back from Selene and her crowd. Hellstrom very willingly left — he had no real desire to play our games, he had more important concerns.  He also took the rest of the demons with him.  As for Selene... Damien took what was left of her away, promising us that she would get her just reward.  We didn't ask what that was... and frankly I didn't give a damn.  We then very quickly restored the Inner Circle to what it originally was — a behind the scenes organization devoted to gaining and maintaining political and economic power.  Then, following Sebastian and Emma's advice, I waited for the X-Men to screw up and give us — to give me — the opening I needed.  Knowing them, I figured it wouldn't take long.

Both Cecilia and Charlotte were destroyed mentally and physically by what they had endured.  Emma and Sebastian placed them in a very good sanitarium where they are now getting the very best in psychological and physical therapy.  I was pleased by the news that Cecilia was beginning to feel secure enough to take escorted trips into town, but Charlotte still hasn't spoken to a soul.  Her son is now in one of the finest boarding schools in the world, courtesy of the Hellfire Club, and will be taken care of for the rest of his life.  Me — I was taught to endure hardship by the best.  I survived encounters with demons; I survived being implanted with a Brood larva; I survived having my heart broken so many times I've lost count.  And I survived my time in hell by thinking of the revenge I would take on my 'friends.'  Revenge became my sole reason for living... for enduring.  Sebastian recognized my need for revenge — he didn't have to feed it or encourage it, I was already filled with it.  All he did was give me the means for exacting it.

Logan once said that I have a mean streak.  Well, he was right.  I do — and it became focused on my old comrades in arms.  I waited and bided my time, joining both Sebastian and Emma in their beds, while we plotted what we would do.  Then, when the X-Men busted up — without provocation — the Hong Kong branch of the Hellfire Club, we knew that we had to do something.  It became about more than simple revenge; now they were attacking us.  But we still waited.  We allowed them to get knocked around by the Crimson Pirates, then we played Stryfe off against them.  Such a powerful man... such a big idiot — he really was very easy to manipulate, all I had to do was give him a good screwing and plant a few ideas in his head, and then turn him loose.  Sebastian and Emma have both taught me well.

After they had been softened up some, it was time to put our plan into action.  It would never have worked if Magneto had not been restored to full power.  After the Avengers — also knowing the value in biding time — had left Genosha peacefully, the X-Men were outraged — shocked that Magneto was going to get away scot-free.  No matter that it was his country, and that the Avengers were actually there illegally as an unwitting part of a plot engineered by Fabian Cortez.  Although I wasn't there at the time, I could imagine what it must have been like in that mansion.  Jean ranting about how Magneto must be stopped before he took over the world; Henry making a stirring speech about the right of people to free choice and how Magneto was denying the people of Genosha that right; Logan seething with anger, seeking revenge against Magneto for what he did to him — at least my old teacher's motives were honest; and Kurt advising restraint — they should have listened to dear fuzzy... but then they rarely really did.  So, they went on their way — crusaders bound to free the Genoshans from chains of their own making.  And like the gullible idiots they were, they assumed Tessa was on their side because she said she was.  So, the X-Men — both teams — took off to 'save a humanity that hates and fears them' once again... and Tessa picked up the phone and told Sebastian that they were on the way.  Right after Tessa got off the phone, Sebastian placed a call to Magneto — it was that simple.

The X-Men came in to save the day, only to be ambushed by Magneto, his loyal Acolytes, and a good chunk of the Genoshan army.  They didn't know what hit them.  Jean and Warren were killed instantly — Warren dying in Phoenix's arms.  It took a little longer for Logan to go... reading how he died was the hardest thing I had to face — even after everything that had happened, I couldn't help but still like him and see him as a friend.  Part of me had wanted him to live, to give him the same opportunity we gave Gambit and Psylocke, but I also knew that he would have died first, so maybe it was all for the best that he died fighting, as a man.  Rogue also fell in the fighting — Magnus killed her personally, after pleading with her to surrender.  The others were captured and, as our reward for allying ourselves with Magneto, they were turned over to us.  We gave Gambit and Betsy the opportunity to join us, because of his connections with the Thieves Guild and because of her family's longtime membership in the Hellfire Club.  Both of them, being practical — and having been made aware of the fate that awaited the rest of the X-Men — came across and stood next us, much to the shock of the others when we brought them forth.  It was almost as big as the shock they had when they saw me for the first time in over a year, dressed in black leather corselet and panties, coiled whip at my waist, thigh high black leather boots, black leather gloves, and a short black cloak all of which marked my new position.  I can still see the look on Ororo's face as she saw me standing on one side of Sebastian, Emma on his other side, dressed as me but in white, with Gambit standing next to her while Betsy stood next to me — both of them still wearing inhibitor collars; they might have sided with us, but that didn't mean we trusted them that much.

The next moment was one I shall always savor.  That was when I walked in front of each of the kneeling surviving X-Men, trailing my riding crop across their faces, telling them what their fate would be.  I still laugh when I picture in my mind the look of horror on Sharra's face — poor man, he should have picked another team to play superhero games with.  Then it was time for the 'Choosing.'  Each member of the Inner Circle who wanted one picked out their new pet X-Man or X-Men as their own personal property.  Emma chose Sharra; Sebastian chose Storm; Roberto chose the new girl, Sketch — no surprise there. I actually felt a little sorry for her — she had just been freed from one form of slavery only to become a different, far worse, kind of slave.  And I chose Kurt and Piotr.  Partly I chose them because we had been so close, partly because I had counted on those two — along with Logan — to lead the charge to rescue me... but they had abandoned me like all the others, so I decided to make sure that those two especially understood the depth of my hatred for them.  Emma then burrowed through all their psychic defenses and basically reconstructed their minds to where they would be our willing slaves, but still leaving a part of their old selves behind — forced to look at what they've become, but unable to do anything about it — a fitting punishment, we both thought.

Actually, I think of myself as a good mistress — I occasionally give a measure of pleasure back to my slaves, and I'm not overly harsh with the lash or the crop... although I do admit to maybe enjoying playing with the hot wax a little too much.  Anyway, the scars I leave usually aren't lasting... at least the physical ones aren't.  At night, I can sometimes hear Ororo scream — Sebastian is not a kind master.  We've heard that Forge and Polaris are trying to reform the X-Men.  Well, all I have to say is that they had better leave us alone, or I'll have some new play-pretties.  Emma once told me a long time ago that I have a capacity for wickedness that rivaled hers... well, she was right — I do — and much to my surprise, I'm enjoying it.  Many of those I used to call friends now say I'm a villain — but as long as they stay out of my way I could care less what they call me.

"Are you ready, my Queen?"  Sebastian's voice breaks my reverie, soon to be followed by that of Emma's.

"Yes, Katherine.  It wouldn't do to keep everyone waiting for your grand debut, now would it?"

I look at myself in the mirror one more time, smiling as I see myself in the elegant, eighteenth century style, black silk dress that Emma and Sebastian had  helped me choose for my coming out, then open the door and join my two associates and lovers in the corridor.  "I'm ready."

"Good."  Sebastian adjusted his cravat and then bent over to kiss my outstretched hand.  "It is now time for the world to see the new Black Queen of the Hellfire Club."

Walking down the hall, I see my pets — Kurt in only a loincloth, Piotr in a black leather harness — as they're being fed in their cell.  As I see them chained there, I allow myself a wicked laugh.

"What do you find so amusing, Katherine?"  Sebastian asked indulgently, as Emma's lips turned up into a sadistic grin — they had both seen the same scene I had.

"I was just thinking about that old saying, Sebastian, Emma, my loves — payback's a bitch, and so am I!"

All three of us laugh as the servants open the double doors to the grand hall, and the wealth and glitter awaiting us.