Disclaimer: I do not own anything Marvel-related…although given the crappy job Robert Kirkman is doing on Ult. X-Men at the moment, I wouldn't mind owning the creative rights for that particular book. The only things I do own are my OCs…who are the villains of this little piece.

And yes, the title is stolen from AFI. It's a good song, and somehow, it seems to fit. At least for the first couple chapters.

Author's notes: Please be patient if a few things don't make sense. I promise they'll be explained later in the story. Do please leave comments, even if you think it sucks. I can improve bad writing, but I've got to have some idea of my flaws! ;-)

Oh, and folks who might get pissed about me bringing Ultimate stuff into the 616 section…have you seen the Ultimate section? It's dead as the dodo.

Whispers in the Night

Come...

Snow was drifting down on upstate New York. The Xavier School for Gifted Youngsters was covered in half a foot of the soft white stuff. When moonlight occasionally broke through the heavy clouds, it turned the snow into glittering drifts of silver, and the icicles on the mansion's eaves into spikes of purest diamond.

Black shadows drifted across the lawns like ebony ghosts as Kitty Pryde dreamt.

Come, girl…You are safe. There is no harm…it is only a dream we speak in.

Who are you?

An image flashed through the sleeping girl's mind; three people in heavy jackets, hoods pulled up to shield their faces from the cold.

Why me? Why not talk to the Professor, or Jean, or Scott?

The Professor and Miss Grey are too heavily shielded to reach, even in their dreams, and Mr. Summers is too skeptical to believe us…as are the rest of your friends. We can only come in the night, for only now can we slip away from our hunters. Were we to try and come in the day, we would be butchered before we reached your mansion and pled our case to your Professor. Please…

How do I know this isn't a trick?

We can only see each other and speak. I am no powerful telepath like your friend Miss Grey…I cannot harm you with my mind, nor can my friends. Please…you are it. We can only reach you. You must speak with us, and carry our message to your Professor.

All right.

Kitty's dream-self rose from her bed, drifting through the window and down to the ground. She walked into the woods outside along a path of silver and shadows. The Northern Lights flickered overhead, brilliant in a sparkling dance of blue and green. Even in the dream, she could feel the cold's bite.

She stepped into a clearing to find herself facing the three figures she'd seen earlier.

I'm here. What do you want?

Something shot from the mouth of the man in the center and slammed into Kitty's shoulder.

The voice from before came again, shifted. Dreamsss can ssseem like reality, girl, and sssometimesss reality can ssseem like a dream…or rather, be made to ssseem sssuch.

She tried to phase. Couldn't. Her body felt like it was being weighted down with a million blocks of lead. Kitty crumpled into the snow on her side, staring forward. Her eyes wouldn't move. No. Couldn't move.

"B-bastards." Even getting the word out seemed near impossible.

"You've got a right to think that way." The man in the center stepped forward, moving silently through the snow. "Sorry for having to do this."

"W-why m-me?" A billion blocks of lead now. She couldn't even feel the cold. Her eyelids were starting to close.

"You have information we need." He reached her, and knelt down in front of her head, meeting her eyes with no shame…only sadness. "And you have a blood type that's compatible with mine." He lifted her head with one hand, and she noticed something was twitching under the skin of his face.

"W-what?"

Tentacles grew from the sides of his head. They wiggled into Kitty's ears, curled up under the sides of her jaw. The man's tongue transformed into a tentacle, snaked into her mouth… through the back of her mouth and up in a mocking parody of a kiss. Two large tentacles grew from his shoulders and sprouted small, snapping mouths with plates of black chitin on top. They curled around behind her and sank their teeth into the back of her neck and skull, holding her head up.

Kitty's eyelids finally fluttered shut as she drifted off into the dark.

The Iron Serpent closed his eyes and took in the girl's memories. Tlash was too cold to sift through her mind, and he couldn't do telepathic tricks. His was a more old-fashioned method. He simply used the tentacles he'd grown to absorb the brain tissue that held memory, and made it one with his own mind. Images of the girl's life flashed through his head.

The memories he needed, he kept. Those he didn't, he returned, gently merging the restored tissue with the rest of her brain. The girl was no enemy…at least at the moment. Finally, he took away her memories of him and his allies, leaving her mind blank of everything that had happened since she got in bed.

That done, he absorbed the tentacles and their associated new muscles, opened his eyes, and stood. Tlash was standing next to him.

"Did you get it?"

"It's done. Got everything we need. Nice job making your mental image seem human. She didn't have a clue."

The reptilian humanoid grinned. "Thanksss. Let'sss go. I'm fucking…" Pointed teeth chattered. "Freezing!"

"No shit. All right. I'll run go leave her on the doorstep. Aurora, can you whip up a blizzard to hide me and wipe out my tracks?"

Pale blue eyes glowed under Aurora's hood. "Sure." Snow started to fall, fast and hard.

"Thanks."

As the Serpent bent to pick Kitty up, he noticed something. He snarled, and straightened up in a hurry.

"Man, Tlash, you didn't!"

Slit pupils dilated in anger. "I wasss hungry! You were handling your part!"

"Not cool! I didn't want to do any significant damage!" The Serpent pulled a hip flask and splashed it on Kitty's wound…although given the damage, he didn't think it would do much to prevent infection. "And if I hadn't spotted it, you would've left DNA evidence!"

"Right. Ssshit."

A growl. "I just hope that got it. Last thing we need is someone knowing what to hunt for-even in general. Go bring the truck around."

"I'm sssorry."

"And I'll forgive you, eventually. After I wash the blood she's gonna drip on me off my damn clothes."

The Serpent slung Kitty over one shoulder in a reversal of the standard fireman's carry and dashed off into the flying snow.