Ok, the disclaimer thing. All characters in this story except for the employees of Studio 54 and Studio 54 are property of Marvel Comics. The employees are based on real people. Steve Lobel is a real person who died some time ago. May he rest in peace. Studio 54 was real.

Warning: It contains sexual content (though not much and its not that dirty), drugs, subdue homosexual jokes, and a cross dressing man who wears red sunglasses.

Oh and there are a few surprise guest stars in this fic. Try to find out who flirted with our poor Scott.

Jean, Warren, Bobby, Hank and Scott were standing outside of Studio 54. They were about to celebrate their graduation with a night out in the most exclusive nightclub in New York City.

"I bet Warren will get in." Bobby said, "He's got enough money to make Fort Knox look like a piggy bank."

"I do not believe so Bobby." Hank said as a discouraged Cher walked by them.

"Oh my god! That's Cher!" Bobby eyed and took a picture.

Scott looked down the long wide line uncertain, "I don't know if we should come here. I heard about some of the things that go on here."

Warren slapped him on the back, "Slim, we are the X-Men. We faced all sorts of situations. We fought Magneto, the Sentinels, and even Blob. We can handle a nightclub."

Scott sighed, "Why did I allow you guys to drag me here?"

Jean looked at him, "Because we need someone to stay in control."

Scott allowed himself to smile, "Thanks."The group went up to the entrance. The doorman looked at them. He compared them. The blond man held up some money in front of him. "He's in if he pay me." Warren gave him one hundred dollars.

He looked at the brawny man next to him. "Muscles is in." Hank nodded and walked in.

He looked at the young brown hair man who was eyeing the girls. "A troublemaker definitely." Bobby grinned broadly and followed Hank.

His eyes eyed the red head, he grinned, and "She's in if she takes off herclothes." Jean's face was lined with shock. She smiled and concentrated.The doorman's eyes widen and said, "Okay you're in. Just pick up yourclothes."

Jean smiled again and walked in.

Scott followed Jean only to get stopped by the doorman's hand. "You can't come in."

Scott alarmed asked, "Why?!"

Doorman thumbed, "We got enough squeaky clean teenagers here. You can't come in."

Scott excused, "But, my friends are in there."

Jean noticed the commotion and said, "Let Scott in."

Doorman said, "No, he can't come in."

Jean stared at him and Scott immediately said, "Jean no! Don't use it!"

She looked at him, "But Scott..."

"I'll go home. I'll take a cab." Jean wanted to come with her friends but she didn't want to leave him alone. Scott already left. She sighed as she went in.

*****

Inside Studio 54, Jean, Hank, Warren, and Bobby was astounded at the brightness of the place. The different colors flashing around. A guy went up to them and offered some cocaine.

"No thanks." Hank refused.

Jean looked at the crowd; "This is some strange group. Are any of them mutants?" She looked behind her to see that her companions left her. "Great." She muttered.

*****

Scott looked longingly at the club. He secretly wanted to something bizarre. He didn't want to be the too responsible leader all the time. He noticed a couple of men in dresses getting in. He had a crazy idea.

*****

He couldn't believe that he would do something like this. But as he slipped on the wig and put on the gaudy catseye glasses, he knew that he must do it. The dress felt tight against his slim frame. He wrapped his feathered shawl around his neck. He was ready.

Scott Summers stepped out of the bathroom a new man or woman in his case. The wig itched on his head and the shoes were tight. Scott never knew that he would do anything like this in his short lifetime.

He walked out nervous about his appearance. A curly blond wig with a long and gaudy evening gown and his shawl. Scott clutched on to his purse as he walked up to the gates. A man named Steve Lobell had started to pick out people to enter the nightclub where his friends, but not himself had gotten in.

Steve seemed so selective as he picked the fortunate out. Scott wanted to scream. A part of him wanted to shot an optic blast toward him so he could be seen. Finally, Steve yelled out, "The blond with the red sunglasses!"

"That's me." he said to no one in relief. He held his bag of clothes to his side and entered the club.

It was bright lights flashing constantly. Scott felt lucky to wear a pair of sunglasses. He stared out when a group of people rushed by him and stole his bag. "My clothes!" Scott yelled out as his glasses were knocked over. He kneeled down instinctually and searched the floor with his glasses. He needs his other set of clothes to change into, but he needed his glasses the most.

His fingers reached out as he frantically searched the floor blindly. Finally a voice said, "Here you go, Miss." The glasses were in his hand.

Scott said in relief, "Thank you so much." he slipped on his glasses and saw a tall bulky man with silvery hair and a strange scar over his right eye. The man nodded and walked off.

Scott searched the club and decided to find the others and fast.

*****

Bobby Drake was having some beers. His head swum slightly when his eyes picked up a tall blond woman. He grinned cocky and walked toward her. She had a pair of red glasses on and her face was lean. Her bust was big as if it was stuffed and he didn't care.

The woman looked surprised and Bobby said, "Hello, gorgeous."

Scott was stunned at the approach. Then, Bobby grabbed him and kissed him on the lips. Scott pushed him away and took several deep breaths. Bobby asked, "Am I too good of a kisser? What is your name?"

**Great, Bobby is in love with me. Can't let him know.** He grinned mysteriously and shrugged.

Bobby took out a piece of paper and wrote his address. "When you get the courage to speak and you can't find me here is my number." He whispered in his ear, "Call me." Then he kissed him on the cheek.

Scott walked off and put the number in his pocket. **Lucky thing I shaved before we left.** he thought to himself.

*****

Hank McCoy was bouncing up and down the dance floor. His head was swimming in beer. Then, he noticed a fairly attractive blond looking around almost nervously. He grinned and thought, **Why not?** He did an impressive array of leaps and bounds toward his target. He leapt up on his victim and landed on top of the woman's chest and wrapped his huge legs around the woman's chest. The woman and Hank fell on the ground. Scott grabbed his glasses and kept them on.

Hank said, "Hello, miss. My name is Henry McCoy. But you can call me Hank. What is yours?"

Scott remained silent. Hank put a huge kiss on his lips. Unlike Bobby, who was somewhat weaker than Scott, Hank was stronger than he was, so he couldn't push him out of the way.

After the long kiss, Hank finally got off Scott's chest. Scott took several deep breaths and looked at Hank. **Not Hank too!** he thought fearfully. Hank grinned and said, "I apologize if my kiss was too much."

Scott shook his head and smiled. Bad move. Hank grinned broadly and grabbed his arm with his huge hands. After a second, he let go and said, "If you ever go by Westchester, look up Hank McCoy."

Scott nodded and walked off. He sighed in relief. Two of his classmates had flirted with him. **I wonder if this is what Jean feels like.** He had to find Jean. Jean would help him after she stopped laughing at his predicament. Scott didn't know that Hank had slipped his phone number in his pockets.

*****

He needed a drink. Scott had been walking around looking for Jean. He was getting tired and the high heels were killing him. He went up to the bar and said in a quiet voice, "Umm... one beer please."

The bartender grinned and said, "Okay, sir."

Scott surprised asked, "You could tell?"

"Sure, I know who is a man in a dress and who is a woman. Seen lots of them."

"Oh." he said in realization.

The bartender gave him a beer. Scott never drank beer before. But after the two kisses from his teammates, there is a first time for everything. Scott reached into his purse and the bartender held up his hand. "The guy in the corner bought you that drink. He told me that if you ordered a drink he will pay for it." The bartender pointed to a certain blond man in the corner.

Scott looked where the bartender was pointing to see Warren smiling and waving at him. Several empty glasses were sitting around the table. Scott grabbed his beer and gulped it down. He shuttered. The bartender asked, "You want me to tell him?"

Scott shook his head. Warren walked up to them. Warren smiled and gave the bartender the money. "Thank you, sir." he said.

The bartender winked at Scott and went to the other customers. Warren put his arm around Scott's and asked, "So, what's a beautiful woman like you doing in a place like this."

Scott thought, **Scott Summers, you better start beefing up. This is humiliating being mistaken for a woman by three of your friends.** he just grinned helplessly.

Warren said, "We could go into something private."

Scott scooted back in his stool. He shook his head too embarrassed to say a thing. Warren looked at him and asked, "Are you nervous?"

Scott nodded and did a "Mhmmm."

"Don't worry." he said soothingly, "I won't hurt you." he began to rub Scott's leg.

Scott stood up, grinned, and shook his head again. "Quiet aren't you?" Warren asked.

Scott nodded. Warren grabbed his gloved hand and kissed it. Warren said, "I understand, baby. Go on."

Scott got off of his stool and walked off. Warren smiled gleefully and said, "I can't wait for her to see I have left a surprise for her."

*****

Scott walked at a nervous pace into another area of the club. **Bobby, Warren, Hank, who else would flirt with me? **

Then a male voice said out, "Hey, hot stuff!" Scott turned toward the source of the voice to see another blond man, one that he recognized immediately; it was Johnny Storm a.k.a. the Human Torch.

**Shit.** Scott sighed heavily as Johnny walked up to him.

Johnny said, "So, you ever met a superhero like me?"

Scott shook his head. Johnny said, "Then, this is your first time. I amJohnny Storm; the Human Torch. What's your name?"

Scott just grinned and Johnny said, "Oh, you are one of those shy types."

Scott nodded. Johnny asked as he pulled out a wallet, "Drink?"

Scott nodded again. He needed a drink to survive his experience. Johnnyordered a couple of beers. He looked at Scott and asked, "So, why are youso shy?"

Scott just looked down. Johnny took out a piece of paper and wrote hisnumber. He said as he touched Scott's shoulder, "I gotta go. Call me whenyou feel less shy. Here's something to remind you of." He grabbed Scott'sshawl and kissed him with pure passion. Johnny let go and stood up.

Scott nodded and sighed in relief as Johnny walked off. **Better findJean.** he thought frantically, **At least she will not try to flirt with mein this getup. Even if she did, it wouldn't feel so awkward.**

*****

He took a deep breath and searches the place. The strange building wasgetting stranger. A tall muscular man walked up to him. He had blond hairand blue eyed with bleach white smile. He looked like the ultimate man. Heasked, "Hello, miss? My name is Steve. Would you like to dance?"

Scott gulped as the stranger began to dance. They were both awkward withthe moves. He decided that enough was enough and whispered, "I'm a man."

Steve stopped and stared. He smiled nervously and Scott continued, "Don'tworry. I'm not gay. I am not attracted to you in any way. I was justdressing up as a woman to get into this club."

"Okay, I'm so sorry, Miss- I mean sir." Steve said as he backed off slowlywith his hands in the air. He was just as embarrassed about this as Scott.

Scott sighed in relief and said, "That's okay."

He walked off not before hearing another man telling Steve, "You weredancing with another man, Steve."

"Clint. I told you I shouldn't be here."

"Steve Rogers, you should learn about the 1970's. And this place it thespot to be!"

*****

Jean wandered around for a while. The strange assortment of people wentaround partying. Some are celebrities, and some are ordinary people. Shecouldn't find her friends although that she heard about a brawny man doingacrobatics blindfolded. Her eyes noticed a woman with a pair of redsunglasses. She noticed Jean and walked up to her. In the flashing lights,she could barely recognize her.

She could feel her thoughts and she yelled, "Scott!"

Scott smiled embarrassed said, "Er...yes." Scott was dressed in a gaudydress with a ruffled shawl. Scott's ruby quartz sunglasses were a cateyestyle. A big blond wig covered his hair. Jean stared at him and started tolaugh. "Slim, honestly I never thought you would do this."

"I did. I wanted to join you and I realized that if I just change my look alittle...."

"A little?!"

"Alright allot. Don't tell the others about this. How would they feel ifthey knew that I did this...."

Jean hugged him and said, "I won't tell a soul. But what if the others seeyou?"

Scott grinned a little, "Actually they did. Bobby flirted with me and gaveme his phone number." He handed her a slip of paper.

Jean read: "For a good time call me. 555-8675. BWAHAHAHAHA!!!!!" Shebawled in laughter as Scott was smiling himself. She stopped after a while.She asked, "So now you're in. Will you take that outfit off and put on someother clothes? Something your gender?"

Scott looked away and said, "That was my plan. But, some people stole myclothes before I could change into them."

"You mean, you're... _stuck_ like this?"

"Until we can go home, and I could change into my clothes. Until then, yesI am stuck like this."

Jean giggled and patted him on the cheek, "Don't worry. I could get youhome after we have some fun."

Scott refused, "But Jean, I can't go around looking like this."

"We had done a lot getting in here. We might as well have fun in thisplace." She kissed him on the lips.

Scott pushed her back, "Er...Jean I look like a woman. What will theythink?"

Jean replied, "This is Studio 54. No one notices. See?"He looked around to see everyone getting high and doing all sort of crazystuff. He smiled, "Well...we better hold off anyway."

She asked, "Where did you get the outfit anyway? Or did you have a littlesecret?"

Scott explained, "I bought it at a thrift shop. The wig came from a costumestore close by."

"And the makeup?"

"I got it from your other purse."

"It looks good on you."

*****

Warren was eyeing the women at the bar, when a particularly beautiful womanwalked up to him. She had on a bra and a pair of bell-bottoms. "Excuseme? Want to go down to the basement with me?"

Warren asked, "The basement?"

"Yeah, it is so incredible there. Some of the biggest stars hang out fromthere."

Drunk, Warren agreed, "Okay, take me there."She grabbed him by the hand and they went down the stairs pasted thebouncers. From there, a sudden cry came out, "Wings?! Far out!!!"

*****

Bobby Drake was taking pictures left and right. He saw all sorts of women.He gave one blond with a pair of red sunglasses his phone number. Some partof his mind was telling him that, **I wondered where did I saw that blondbefore?**

He shook off the image and kept on taking pictures. Then he noticed afellow superhero, the Human Torch.

"Johnny?!" He yelled out.

Johnny looked at him and said, "Bobby! What's a kid like you doing here?"

Bobby said, "Oh really, how old are you?"

"Point taken. Where's the others?"

"I don't know. Scott wasn't allowed in. I lost the others a while ago.I've been getting around finding women. Met this gorgeous, shy, tall,blond."

Johnny said, "Me too. This blond had red sunglasses. She was shy.Wouldn't say a word, tall though. I snuck her my phone number and a quickkiss."

Bobby asked, "Where's the others?"

Johnny whispered, "I came here solo. Reed and Sue didn't know. Ben didn'twant to be seen here. Don't tell them."

"I won't."

A reporter walked up to them and asked, "Are you a couple?"

They both yelled, "No!!!"

*****

Hank McCoy was wowing the audience with his dance moves. While he was notas graceful as Jean, he can do his fair share of acrobatics. He flirtedwith the women. He met up with a beautiful blond with red sunglasses. Hewas also drunk and thought that he saw the blond before. He snuck his phonenumber in her pocket.

A guy walked up to him and asked, "Excuse me? Are you gay?"

Hank replied, "I'm most certainly not! I am a heterosexual."

"A what?"

"I'm not gay."

"Bummer, man. You're cute." Hank edged away from him.

*****

Jean and Scott were dancing. She kept on smiling about the fact that ScottSummers, the man who always follows the rules, was doing somethingoutrageous to get into a club.

Scott looked at her; "This isn't funny."

"Oh yes it is." Jean noticed some other papers from in Scott's pocket.

"What's this?" Before he could stop her, Jean read the papers, "HenryMcCoy? Warren Worthington? THE HUMAN TORCH?!?!"

Scott grabbed the papers; "They were flirting with me. They must've forcethem in my pockets."

"Hmmm..you must've wowed them."

"Jean, please."

*****

Warren stumbled out. Fortunately, he got sober. He had bounded his wingstightly to his back. The woman was stoned and she thought that the wingswere part of the 'trip'.

**Better go back to Jean. Where's the blond with the sunglasses?**

*****

Bobby and Johnny was power dancing out in public. Johnny created flames outof his fingers. Bobby created snowballs and extinguished the flames. Thegirls were fawning over them. And they loved it. One of the club's owners,Steve, encouraged it. He didn't care about the power use. He loved it. Heeven challenged them to fight in the club. They refused since the fightwould hurt somebody in the crowded nightclub.

"I gotta go Johnny." Bobby said looking at his watch, "The professor wouldbe worried about us."

Johnny looked at his watch too, "Me too. Sue will start to worry about me.Later."

*****

Hank looked around for his teammates. He was getting tired and drunk. Theyhad been at the club for several hours. He hadn't seen any signs of hiscomrades. Suddenly he spied Bobby and Warren in the crowd. He greeted,"How is your stay in this place?"

"I met up with a beautiful woman and she saw my wings. She loved it! Shewas stoned at the time and thought that the wings was an illusion."

"I met Johnny Storm of the Fantastic Four! We laughed and played with ourpowers. Steve wanted us to do a show. We refused."

Hank asked, "Steve who?"

"Steve Lobel."

In the crowd, Warren's keen sight noticed Jean. "I saw Jean! And she'stalking to that shy blond."

*****

Jean can sense Hank and turned to Scott. She said, "Warren saw me. Youbetter leave. Here's some money. Get some pants."

Scott took the money and nodded. "I'll get some clothes at one of thosethrift shops. I'll see you at the mansion. Please don't tell anyone."

"I won't." Jean said with her green eyes sparkling with humor, "Who wouldbelieve me anyway?"

*****

Several years later...

"I can't believe that you forgot those pictures after all these years!"Warren exclaimed.

"I lost the camera. But now... here are the pictures. Scared?"

Hank said, "I barely remembered that night. What about you, Jean?"

Jean smiled secretly, "I had an.... interesting night."

"Scott?"

"I wasn't there. Remember?"

Warren apologized, "Sorry, I forgot. You wouldn't like it. It was sobizarre."

Bobby took out the box, "Ta da. Studio 54 memories."

Betsy and the others gathered in the attic, she said, "Wow, what a place.Is that Cher?"

Bobby nodded and showed, "This is the long, long, line to the entrance.This is Johnny Storm surrounded by girls. This is Steve Lobel."

"Who's that?" Rogue asked and pointed to another picture.

"Some mysterious blond I met. She didn't say a word and wore the mostoutrageous sunglasses." Bobby explained.

Warren and Hank grinned, Warren said, "I remember her. She was sobeautiful." Betsy glared at him. He said, "But that was _way_ before I metyou."

Rogue took a closer look at the picture, "That looks like a man."

Hank snatched the picture away, "Let me see that." He examined the picture,"Hmmm, perhaps you were correct Rogue."

Betsy snickered, "You three were flirting with a man in a dress?"

Bobby defended himself; "It was dark in there. And besides, I was drunk."

"Us too." Warren and Hank said in agreement.

"But, Hank." Ororo said, "You are a scientist and you couldn't tell a woman from a man in a dress?"

"I was a drunken youth at the time." He paled and said, "Oh no. I remember wrapping my legs around her... um his chest."

Everyone looked at him with shock.

Rogue noticed a metal box with a welded on lid.

She asked, "What's this?" She ripped open the lid to reveal a blond wig, apair of outrageous sunglasses, and a bunch of slips of paper. Scottblanched as she read, "For a good time call Bobby Drake?"

Warren, Hank, and Bobby looked in and gasped and Hank said, "Oh my stars andgarters."

They all looked at a blushing Scott Summers. Bobby asked, "Where were youat the night of Studio 54?"

The end

Author's notes: Okay this version is much longer than its predecessor is.In case you were wondering who are the guest stars here they are.

The old man with the scar: Cable

Steve Rogers: Captain America

Clint: Hawkeye