I don't own the X-Men, those belong to Marvel Comics and were created by Stan Lee and Jack Kirby
Emma Frost was created by Chris Claremont and John Bryne.
Buffy the Vampire Slayer was created By Joss Whedon and all the characters with the BTVS TV series are his as well.
The Thundercats were created by Ted Wolf and currently belong to Warner Brothers, at one point in time Marvel comics did do a run of the them in comics form, although DC comics do them now.
“Find him! If he can do Xander's vanishing trick he's the biggest hitter they've got!” Scott called as he looked around the room.
“He's right you know.” Calvin said into Fred's ear causing the tall teen to turn around to find the red suited teen floating just a few feet behind him. All of the other teens turned to face him and He let loose a bright flash of light causing them all to be temporarily blinded.
Adrienne and Cordelia Frost rushed forward with their batons and began to strike Fred on his exposed arms.
“Arrgh!” Fred screamed as he rolled forward. “He's the distraction!”
“Hang on Fred!” Scott said “We'll be able to see again in a few seconds!” Scott listened but he didn't hear anyone moving towards them. They weren't fighting anymore. “Fred, you okay?” Scott asked. “Fred?”
There was a heavy thump as Fred Dukes fell over unconscious.
“One down.” Calvin said behind Scott Summers causing the teen to spin with a back handed fist to strike his opponent.
“Ahh.” Scott screamed as he cradled his hand. “My hand!”
“Your jaw too.” Calvin said as he decked Scott. “Two down.”
“Can you see yet?” Kitty asked Jean and Emma.
“Getting there.” Jean said as she tried to just feel around with her mind. “Fred and Scott really are down.
“I can't move!” Emma said, alarmed.
“That would be me again.” Calvin said a thin tendril of blue energy connecting his hand to the base of Emma's neck became visible. “All right, that's three down. Vance, Angelica, you're up.”
Kitty ran forward and tried to punch the taller brown haired teen only to be encased in blue energy and flung far and fast away from him. She reacted and phased through the wall of the danger room as she kept going up and out. Her momentum would bleed out and put her on the first floor.
“Four down.” Vance said with a grin. “Ring out counts.”
Jean growled as she began a telekinetic battle with Vance only to be blasted from the side with a burst of microwave energy, her body began to heat up to the point of her screaming.
“Quit now while you're ahead.” Angelica said as she kept the blast to low levels. “If you startle me, my control's going to slip and you'll fry.”
“I give.” Jean cried.
“End of Round one.” Logan called. “Let's get the kids out of there and give Ben's team five minutes rest before sending in the next team.”
Calvin grinned as he released Emma. “Physical manifestation of telekinetic energy can be used to interrupt the signals sent by the brain in other people. Instant paralysis.”
“Dukes is still out.” Adrienne said. “Someone telekinetically tap his adrenal glands. That should wake him up.”
“I'll do it.” Emma said as she stimulated her boyfriend's glands. Fred sat up with a jerk.
“What...” He said as he looked around. “We lost?”
“We lost.” Emma confirmed. “Get Scott up and out of here.”
“Where's Kitty?” Fred asked as she stood.
“Up here!” Kitty called from the control room. “Sorry. It was either phase or go splat!”
Fred stared at the purple marks on his arms. “They sedated me. The shocks were just to distract me.”
“We lost.” Jean said as she picked up Scott with her mind. “Let's go.”
Anna, Kurt, Todd, Lorna and Alex came into the Danger Room after seeing the first team hanging their heads in defeat.
“I've got a bad feeling about this.” Kurt said to Todd.
“You ain't lying.” Todd agreed. “Anyone know what these guys can do?”
“Nope.” Alex said while Lorna shook her head.
“Focus.” Anna snapped. “Be ready for anything. We've trained for this. We can do this.”
“Everyone get ready.” Logan called over the intercom. “We start in Three, Two, One....”
Calvin disappeared and reappeared behind Todd, knocking him out with a blow to the back of the head.
Kurt frowned as Calvin smirked and said. “One down.”
Kurt teleported directly behind Vance and was about to strike when a nimbus of blue energy surrounded the teen and his fist got stuck in it's grip. “Dammit.” He said before teleporting out.
He reappeared on one of the walls of the room only to have Angelica send a blast in his direction while Calvin advanced on Lorna. Alex was ducking strikes from Adrienne and Cordelia batons. Anna began swinging her slingshot around only to have the orb within it to explode over her head causing the sedative powder within to drift down on her. “Crap.” She said before falling over.
“Two down.” Vance smirked as he lowered a glowing fist.
“Switch!” Lorna called to Alex as she realized his two attackers were carrying metal.
Adrienne and Cordelia smirked as they tossed aside their batons and each took off one of their gloves.
“What the...” Lorna said as both girls touched her arms, leaving behind a purple residue. She slumped to the floor unconscious.
“Dammit!” Alex swore as he blasted Calvin who became surrounded by a blue glow that shielded him from Alex's blasts.
“Three down.” Cordelia said as she flipped away from Kurt after he teleported in close.
“Four.” Adrienne said as she touched Alex's unguarded neck with a purple hand. He slumped down seconds later.
Kurt stared at his unconscious teammates and the five standing opponents. He made a judgment call. “I give.” He called before teleporting down to the ground. “Good job you guys.”
“Thanks.” Calvin said as he offered Kurt a hand. “No hard feelings?”
Kurt grinned. “No, you've been trained by Ben. He knows as much as Xander does about us. You had the upper hand since none of use knew what your abilities are. While we have more experience, you had the advantage of advanced knowledge. It evened out. I take it the Frost sisters have no offensive powers?”
“You'd be right. That's why they were allowed weapons.” Calvin agreed. “Be sure to get your friend Todd to the medical lab. I pulled my punch, but he's out.”
“I will.” Kurt said as he began teleporting his fallen friends to the infirmary.
Tabitha, Sam, Paige, Bobby and Jubilee all looked to be really nervous as they entered the Danger Room. They were surprised that the previous two teams had been taken down so quickly considering how long they've been training.
“Is there any chance we can give up before we begin?” Bobby asked.
“I'll allow it.” Logan called from the control room.
The five teens sighed in relief while the opposing teens just looked on in disbelief.
“We give!” Jamie called as multiple clones were being held in place by Calvin while Cordelia and Adrienne were advancing on him with purple hands.
Both Theresa and Rahne were asleep already while Roberto and Amara kept getting their blasts redirected by Vance telekinetically forcing their arms towards each other, thereby knocking each other out.
Berzerker sighed as he realized he was outnumbered. “I give.” He called.
“That is that.” Logan called. “You guys did good for rookies.”
“Was he talking to them or us?” Berzerker asked Jamie.
“I think them.” Jamie said as he absorbed his duplicates.
“Crap.” Berzerker sighed.
The control room....
“Red, you're up.” Logan said to Wanda.
“I'm not doing it.” Wanda told him. “They've proved their point.”
“You could short out their powers real easy.” Logan said to her.
“I know. I'm a ringer.” Wanda said. “No point in me going in and taking them out after they've done so well.”
“Sure there is. Prove a point.” Logan said.
“They already know I can take them out.” Wanda said. “Ben would have told them that if they knew enough to beat the other teams.”
Logan sighed. “All right. If that's how you feel about it.
The living room...
“So did anybody learn anything today?” Xander asked the assembled group of teens.
“Ben teaches people to fight dirty.” Fred said with a grin. “They totally got me.”
“They got all of us.” Scott said. “It's been a while since that's happened outside of Xander.”
“You still feel that you're ready for the outside world?” Xander asked Tabitha. “A sniper could easily take any of us out with proper preparation.”
“I get it, consider your point proved. There's always someone that could take us out, either by surprise or overpowering us.” Tabitha sighed.
“Okay then.” Xander said. “Now that everyone's been properly humbled, we're all going to the buffet.”
“Awesome!” Kurt said. “I love Chinese Buffet.”
SHIELD lock up....
“Norman Osborn.” Nick Fury said as he looked at the detransformed Green Goblin. His people were having a field day with the guy's outfit. The embedded gas mask was years ahead of they're own. Some of the best advances in their equipment came from their opponents. R and D just didn't pay well for some reason.
“Where am I?” Osborn asked.
“Detained.” Fury answered. “You've been stealing from rival companies. Why?”
“If you haven't figured that out, then I'll be escaping shortly.” The man grinned as he tested his restraints.
“You're without means of transforming. We took the syringes you had on you.” Fury said.
Norman grinned maniacally. “Those weren't for transforming, those were for ending the transformations early.” He said as his skin started to change color.
Fury managed to get the shielded security door down before Norman exploded, taking the floor out from under him, allowing him to escape.
“Damn it all!” Fury shouted. “Next time we get him, keep him sedated! Until then, freeze his assets.”
“Yes sir.” The assistant warden said. “We had no idea he could transform at will.”
“We all make mistakes.” Fury sighed. “Next time, we keep him out until we can prevent the mechanism of his change, whatever the hell it is. Get me transport to the Helicarrier. I need to make some calls.”
“Yes sir.” The assistant warden said as he began entering the commands into his data pad.
Somewhere, New York City.
“What did I tell you?” Ben Ravenson asked his team. “I told you I'd take you all out to a nice place.”
“I didn't even know there was a Hooters in Manhattan.” Angelica said as she bit into her burger.
“This place makes great wings.” Ben said as he flagged a waitress. He needed a refill on his soda.
“You still need to take us somewhere nice. This place is.... tacky.” Adrienne said as reached for the salt. She touched the shaker and shuddered. “Somewhere.... with cleaner minds.”
“Fine, we'll go someplace nice in Boston next week.” Ben promised. He stared at a woman over by the bar. She smelled.... fun.
At the Bar....
“Felicia, it's been what, two years?” The manager asked the woman who was eating wings at the bar. “How have you been?”
“I've been good Willy. How have things been since I left?”
“Girls come and go. You know that. Have you recovered from.... well you know?”
“I'm still dealing. The guy was a jerk and got what he deserved.” Felicia said as she wiped her mouth with a napkin.
“If I'd known he was like that, I'd never have sent him your way Felicia.” Willy said.
“I don't blame you.” Felicia said. “Can I get a beer?”
“Sure thing.” Willy grinned. “Nice to see some things haven't changed.”
Back with the Massachusetts crew....
Ben blinked as Calvin snapped his fingers in front of his face. “Huh?”
“You got distracted by something, what's up?” Calvin asked.
“Nothing to worry about. Let's get the check huh? Been a long day for all of us.” Ben said with a smile.
“You're up to something.” Adrienne accused.
“Me? No!” Ben said with a chuckle.