Chapter I: Beauty and Beast.

Samantha wound her hand tightly into the mane of the nearest thestral, carefully placing a foot on a nearby stump and scrambled clumsily onto the horses silken back. It did not object, rather it twisted its head around, with fangs bared, and attempted to continue its eager licking of her jeans. She gently rubbed the horse's face, green eyes shined with worry as she looked into those black pools. She felt that the entirety of the year would culminate in the next few hours. She would either save Sirius and expose Voldemort or she would lose her godfather to the man who murdered her parents. Her trembled ever so slightly, not that the thestral seemed to mind with its constant licking.

Samantha found that if she positioned her body just right she could lodge her knees behind the wing joints, securing her to thestral. Once she managed to position herself comfortably she looked on to her companions. Neville had already heaved himself onto the back of the closest thestral and was attempting to swing one short leg the creature's backs. Luna, on the other hand, was already sitting in place, in a sidesaddle and was adjusting her robe as if she rode thestrals every day. Ron, Hermione, and Ginny, however, were still standing motionless on the spot, open mouthed and staring. Samantha cleared her throat. "What?" She asked.

"How're we supposed to get on?" Ron asked faintly. "When we can't see the things?"

" Oh, its easy," Luna slid obligingly from her thestral and marched over to her friends. "Come here…" She pulled them over to where the other thestrals were standing and one by one Luna helped them onto the back of their mounts. The three looked extremely nervous as she wound their hands into each of their horses' manes. "Grip them tightly.' She warned in her usually aloft voice. "It would be a shame to see any of you fall off." Ron skin turned as white as righting parchment he used for his essay.

"This is mad." He said faintly, moving his free hand gingerly up and down the horses' neck. Mad… if I could just see it-"

Samantha leveled an icy glare at her oldest friend. "You'd better hope it stays invisible" She said darkly, Ron had a way of putting his foot in his mouth but she was in no mood for his wit or lack there of. She turned to the rest of the group. Are we all ready, then?" There were five nods, each one tightened their knees around their mounts. "Alright…" Samantha turned her attention to the back of the thestral's black glossy head. "Ministry of Magic, visitors' entrance, London, then," Samantha's voice tinged with uncertainty "Er… if you know…where to go…"

For a moment her thestral did nothing at all, then, with a sweeping motion that nearly unseated her, the wings on either side extended, the horse crouched before shooting up into the sky. Sam clenched her arms and knees in an effort to avoid slipping off the creatures bony rump. She put her face into the horse's silky mane as they burst through the topmost branches of the trees and soured into the blood red sunset. She was certain she'd never gone so fast. The cooling air slapped her face, with great effort she found that her companions were bent as low as possible to protect themselves from the slipstream. Sam then noticed that they were over Hogwarts grounds and had quickly passed over Hogsmeade, she could see mountains and gullies bellow them. In the falling darkness She spotted a small collections of light and a single winding road, which a single car was beetling its way home through the hills.

The sky turned dusky purple littered with tiny silver stars, and soon the lights of the Muggle towns were the only clues of how far and fast they were traveling. Samantha's long black hair billowed wildly, but she barely noticed it, her mind was caught somewhere between staring in wonder at the rapidly changing skyline and thinking about the horror How much time had elapsed since she had seen Sirius lying on the Department of Mysteries? How much longer would he be able to resist the Dark Lord. All the young witch knew was that Sirius had neither done what Voldemort had wanted, nor had he died, for she was convinced that either outcome would cause her to feel Voldemort's jubilation or fury course through her own body. It would make her scar sear as painfully as it had on the night Mr. Weasley was attacked.

She hugged the threstral's neck tighter, silently urging it to move forever faster. She was deaf to the world. She had lost all sense of how far they'd gone; instead putting all her faith on the beast bellow her, whom was still streaking purposefully through the night, barely flapping its wings as it sped ever onwards.

'If they arrived too late…' She didn't want to think about it.

Sam's stomach gave a jolt, the beast's head was suddenly pointed downwards. She heard one of the other girls give out a shriek. She twisted her head dangerously but, thankfully, saw no signs of a falling body. Presumably they had received a shock from the change of position. It suddenly came too apparent that they were approaching the ground at great speeds. So with all the strength she had developed while playing Quidditch, she braced herself for a sudden impact, but the horse touched the dark ground as lightly as a shadow. Still in shock Samantha limply slid of the thestral's back and looked around. Like last time she had come to the Ministry the overflowing dumpster still stood a shorts way from the vandalized telephone box.

Soon Ron landed a short way away, immediately he fell off his thestral onto the cooling pavement. "Never again," he said struggling to his feet. He made as though to stride away from his thestral, but, unable to see it collided with its hindquarters and almost fell over again. "Never ever again… that was the worst…" he moaned. Hermione and Ginny touched down on either side of him. Bothe slid off their mounts a little more gracefully than Ron, though they shared similar expressions of relief at having their feet firmly planted on the ground. Neville was shaking but managed to dismount without falling over himself. Luna, to no one's great surprise, jumped off her thestral with practiced grace.

Turning towards Samantha, Luna smiled politely and asked; "Where do we go from here, then?" Her soft voice sounded interested, as if they were on some day-trip and not about embark on a possibly suicidal rescue mission. This normally endearing trait grated on Samantha's conscience. If she hadn't been so pressed for time she would have actually argued when they forced her to bring them along. They hadn't faced anything like Voldemort before and nothing they had done in the D.A. would prepare for a confrontation with that monster. She patted her thestral to cover her sigh.

"Over here." She said leading the way to the battered telephone box and opened the door. "Come on!" She urged when she saw them hesitate. Ron and Ginny were the first to go in followed closely by Hermione, then Neville, and finally Luna. Samantha pressed herself against her and closed the door. "Whoever's nearest the receiver, dial six two four four two!"

Ron did it, his arms bent bizarrely to reach the dial. As it whirred back into place the cool female voice sounded inside the box. "Welcome to the Ministry of Magic. Please state your name and business."

"Samantha Potter, Ron Weasley, Hermione Granger," Samantha said rapidly. "Ginny Weasley, Neville Logbottom, Luna Lovegood… we're here to save someone unless your ministry can do it first!" Her scar was starting to burn, but in her current position she could only grimace.

"Thank you," the voice said. "Visitors, please take the badges and attach them to the front of your robes." Half a dozen badges slid down the meta chute where returned coins usually appeared. Hermione passed out and Samantha grabbed hers from over Ginny's head.

SAMANTHA POTTER

RESCUE MISSION

"Visitors to the Ministry, you are required to submit to a search and present your wand for registration at the security desk, which its located on the other side of the Atrium."

The throbbing pain in her head was adding greatly to her irritability. "Fine!" She nearly shouted as the others looked on quietly. They did not wish to be at the end of her wand. "Now can we move?"

The descent to the Atrium felt like an eternity to Samantha who needed something to distract her from the complete darkness and the heat that radiated from Luna's warming charm. Things were tense in her little group for while particularly with Ron. He'd been weird since the Triwizard tournament, growing more agitated as time past. She had first noticed this attitude when she was first introduced to the Order of the Phoenix where he kept his distance and stayed nearer to Mad-Eye rather than Hermione. The year had been rather turbulent thanks to the Ministry installing their "High Inquisitor" so she had chucked it up to stress, Things would have definitely would have boiled over if it hadn't been for Hermione. She'd kept the peace when Samantha would have been happy to end it with a stunner.

'Merlin's beard, I'm not like this…' Samantha thought to herself.

A chink of soft golden light hit their feet and, widening, rose up their bodies. Samanthaexpected someone to be waiting for them if not Death Eater Aurors but it was empty. The lights that shined so brightly were dimmed and no fires burned under the mantle pieces, but the golden symbols twisted normally in the ceiling. The only thing they could hear was the rushing water from the distant golden fountain.

"The Ministry of Magic wishes you a pleasant evening." The doors of the telephone box burst open: Sam toppled out of it, followed closely by Luna and Neville. Ginny giggled, which made Samantha's cheeks to redden.

Pushing herself up she quietly ordered them to follow her to the lift. They sprinted past the security, which was unnervingly empty. She understood that the Ministry had ceased operations but the lack of guards were confirming her budding fears. The group filed into the nearest lift. It rattled as it zoomed in a number of directions before the cool voice called out the floor. They followed Samantha to large black door that stood where they had to go. She abruptly stopped just shy six feet shy of it. "Okay, listen, maybe a couple of people should stay here… as lookouts, and-" She was interrupted by the youngest Weasley.

"How are we going to let you know when something's coming?" She raised an eyebrow. "You could be miles away, Sam."

o0o0o0o0o

Sam felt her heart pound right out of her chest.

It had happened a few times in her more often than not they preferred to keep her asleep or at least when the other one was in control. But it was different than other times she was on the floor.

She was lying in some clear, nearly scentless, viscous liquid. Her body rebelled as she slowly lifted herself off the hot metal floor, she looked up as the laboratory was engulfed in flame.

Sam wasn't particularly sure why it was on fire or why the fire suppression systems hadn't already doused the growing fire, but she didn't particularly care. If she were being truthful she would admit that there was a slight spark of joy filled her. She had been trapped in that room for Merlin knows how long.

A not faraway explosion rocked the metal room and forced Sam to cover her sensitive ears. The room wasn't that that big and was sparsely furnished with the exception of a few monitors and of course the glass tank. There were no air vents that she could crawl through, and the floor was protected by layers upon layers of sandstone and rock.

She couldn't claim that she'd been the most cooperative of subjects. Her ice blue eyes narrowed onto the silver colored door that was the only apparent means of escape.

She closed her eyes and willed her spirit out of her body. If she hadn't spent two years strapped in a tube she would have written off such a development as magic, if she hadn't been forced to cultivate these abilities while chocking the magic inside of her, if they hadn't shown her the truth.

The truth being that she had been adopted by the Potters when their own daughter had taken ill, but that was not the truth she spoke of, her biological parents were classified as Mutants. A branch of humanity that was growing faster than the world could accept.

Her father had an accelerated healing factor and retractable claws the men that had captured her called him Weapon X. They had invested so much time and effort into him that they couldn't let his spawn walk free, after all she was their best chance at recreating their success.

Sadly, she had taken after her mother.

Domino was an enigma. Her mutation was much more obvious than her Weapon X's, chalk white skin and psionic powers. From what Sam had gathered from the scientists, Domino manipulated the probability of the world around her in an effort to tip the scales.

After they had realized that they couldn't recreate Weapon X, they realized that she could be so much more. They saw that she had the potential to be their perfect weapon, one that could go everywhere, force comrades to betray one another, or convince their enemies to bend knee.

Sam took this opportunity to look at what she had become. Her once green eyes had become like ice, while her skin that had been pale before was now as white as chalk, and on her left shoulder they had X tattooed in black ink. Her once long black hair was cut just short enough that it could frame her face and be hidden under the helmet they forced her. She was no longer short, as her friends would say, she was 172 cm and her muscles were well defined.

Part of worried that her friends wouldn't recognize her. Mad-Eye wouldn't, Mrs. Weasley wouldn't, nor Dora… Sam shook her ethereal head. Loosing herself to memory hadn't helped her before it most certainly wouldn't help her now.

So she drifted past the door and found a corridor in ruins, bodies were slumped against walls some wore familiar uniforms while others dressed in navy blue uniforms with white boots. There were a few bodies still clinging to life but other wise useless to her.

It was cruel for her to say, but her sympathy for the men and women that had her abducted withered away after suffering through their care.

Sam drifted aimlessly through the cold grey metal halls of the facility, carful to stay close to her body in case it was discovered before she could find a scientist that could open the door.

She finally found a familiar scientist, one doctor Abraham Cornelius hiding in a darkened office. Sam felt her ethereal self smile. Possessing could be as painful or as painless as she desired it, with the experiments he'd conducted on her. She ripped into the spectacled man's psyche.

The mind could be both beautiful and terrifying. It was eternally more than connections and synapsis, it the very thing that made all living things who they were, and it showed perfectly in the good doctor's mind. She saw a man who wanted a better world.

A world where humanity was preserved through transcendence of the species. Twisted as the man was he thought he was doing the right thing, didn't excuse what he'd done, though in fact it made it worse.

As she delved deeper searching for control she stumbled onto things she hadn't even expected to find. There were others like her, Omega Red in Russia, Maverick in America, Phantomex in France, her sire in Canada, but she hadn't expected another Project X.

A completely independent Facility, whose location even he wasn't informed of, had succeeded where he had failed. After twenty-two failed attempts they had created a clone of Weapon X.

A girl with dark brown hair and brownish green eyes, a girl with no name just that crushing feeling of loneliness. A sister doomed to humans worse than the Dursleys.

Sam felt the other one beginning stir, so with a final push she anchored herself to the old man's body. Sam had a vague memory of a training room and suit she could wear. A quick flex of her power revealed its location of the other one's usual apparel.

It was a slow trek across the facility, as she had to put the doctor's mind and avoid the fighting happening all over the facility. With a mixture of luck and her practice avoiding filch Sam had reached the room with 'her' equipment. It was a mixture of intricate polymers and Kevlar, it was mostly black but had two red lines that started at the base of her neck and accentuated her chest. It was divided into five pieces, the arms, the legs, and the torso. She bundled the suit and in Abraham's arms and started the trek back to the lab.

She had almost gotten half-way when an arrow zoomed past Abraham's ear and embedded itself into wall in front of him. "It's rude to hide from your guests, Doctor Cornelius, you'll make Nat and me feel unwelcome. " Sam slowly turned and met the eyes of one of the most beautiful women she would ever encounter. She was standing there in a black cat suit, with striking red hair and stunningly beautiful green eyes. Her stance, at first glance, appeared to be relaxed but once she looked the woman over a second time she noticed her muscles were coiled and ready to jump into action at a moments notice.

Her partner, who had spoken and shot the arrow, was a blond man wearing purple sunglasses. He wore a sleeveless dress that showed his muscular arm and shoulder. In his hand s he had an arrow trained right at the doctor's center of mass.

"Not the time for jokes, Clint." The red haired woman said. "Fury wants the egg head as soon as possible."

"Come on, Nat, you've have to admit those HYDRA goons were very irritating."

There were a few more lines of banter the two exchanged before giving Abraham their full attention once more. Sam had taken the opportunity to ponder a way to escape the two agents that had found her before it came to her.

Sam jumped into the archer's body and forced him to smash his bow against the back of the woman's head. She then had him ram himself head first into the closest wall. Once she was expelled from the man's body she possessed Cornelius once more.

It dint take her long to reach the lab where they kept her body. A simple voice command "Logan." And the door opened, her body just stood there, her now blue eyes empty of life.

She let go of Abraham's body letting it crumple to the floor like a puppet with cut strings and got dressed.

The suit clung to her like a second layer of skin, but was other wise comfortable.

Once she was dressed stepped over the doctor's body and proceeded to find the exit. Which son felt like impossible task as the facility was much larger than she had originally expected, it was labyrinthian in design and massive in scale and as much as she wished to be done with the place she could barely make heads or tails of the layout.

That was until finally she found herself in the garage. There was a small number of men in navy blue uniforms guarding the place, but they proved easy to get by.

She made her way into the closest armored vehicle to the exit and once inside she moved into the passengers seat and got ready to 'burn the rubber' as Mr. Weasley might say. The vehicle roared to life with a strong blast of sound that drew the fire of every man in the garage.

Sam ducked while pressing her foot on the gas pedal, the car shot forward and out of the garage.

Sam didn't dare look until it was too late. The vehicle smashed into the water with so much force that Sam hit her head against the stearin wheel.

The world was quickly swallowed up by darkness.

o0o0o0o0o0o

Samantha opened her cold blue eyes to unfamiliar surroundings. A quick glance told her that she was no longer in the facility but that offered little in the way of explanation. The last thing she remembered was being placed in the tank after another successful training session.

She looked down and noticed she was wearing her combat uniform, which was highly irregular.

Samantha looked out the vehicles windows and noticed that for some reason she was under water and instinctually her training kicked in. She closed her fist and out of her knuckles came out three, ten inch long metal claws that she had hidden in her forearms. She looked them over once before ramming them into the bulletproof glass as if it were wet clay. Once she removed her claws she swiped across it to allow the water to poor in faster.

She repeated the action until there was a large enough hole for which she could escape through. Samantha pulled herself out of the vehicle but stayed under. There were lights that barely breached the water's surface dancing above her, simple deduction led her to believe that they were searching for her. Slowly she swam away from the vehicle and deeper into the swampland.

Once she was ten kilometers away from the armored transport Samantha headed for land.

Samantha felt lost.

Clearly the other one had a plan but had fail thus causing her emergence, which was troubling since she was not privy to the information. How many days had it been since she had escaped? Where was she? Where did she go now? All good questions, with no good answers.

So, she trekked on through mud and plants while searching for the most probable plan that would keep her out of HYDRA's clutches. She would need clothes to blend in and an identity that had little connection to Samantha Potter as she possibly could.

Samantha was so embroiled in thought that she barely had time to react as she stepped onto paved road. She jumped as soon as she felt the heat of the headlights reached her suit, but it was already too late.

She smashed into dark brown pick up truck's windshield, the glass splintered as it imparted her right side. With her left she protected her head when she skid against the cool concrete but the pain was similar to that time she'd fallen of her broom in her third year… during the storm. But before she lost consciousness Samantha heard a heavy southern accented voice coming from the car.

"Oh, my God." She asked. Samantha could barely focus on anything but she did notice the patch of white hair on the girl's face. Before she could reply the pain became too much and she blacked out.

o0o0o0o0o0o

A/N: And thus begins the re-write of X-13.

I've honestly bee trying to continue X-13 but I just couldn't nothing I wrote felt like it fit to the story so I finally decided to begin a re write and I honestly don't regret it.

As most of you who've read X-13 story have probably noticed I've changed thing quite a bit. Samantha is a bit different this time around. I haven't really changed her abilities all that much really, just how they work. Samantha has a split personality like Typhoid Mary and her abilities work pretty much the same way.

Sam is a Telepath while Samantha is more like Wolverine. The idea to make Sam a telepath stemmed fro Domino's own ability, both are mental abilities only that Sam is conscious of it while Domino can't really control it.

Hope you enjoy, please review

Happy trails.