Title: Changing Faces

Fandom: X-Men Universe comics / movies

Pairing: Rogue / Mystique

Rating: PG-13

Notes: A deeper look into Rogue and Mystique's relationship. Off shoot of OMEGA: chapter 36. Thanks to the readers who suggested this story. I'll update as soon as I can, as I want to finish the stories I've already started.

Disclaimer: I don't own these characters, but I do love them.

Anne Marie was the talk of the institute after surviving her training with the Phoenix. She was a brand new woman, full of life and confidence.

You would have thought she was a distant cousin of Emma Frost's with her new attire of dangerously short daisy dukes and halter tops. Every man in the institute stood at attention whenever she walked by.

She couldn't wait for Remy to get back from his mission. They had waited so long to truly consummate their relationship. She even went to get some pointers from Emma after realizing that she hadn't had any real experience with men sexually.

"Hey Frosty, can I talk to ya for a sec?" Rogue says from behind her apartment door. She'd been waiting for the blonde to leave her and Jean's apartment all morning.

Emma doesn't even bothering to look in her direction as she quietly strides past her door. Rogue quickly opens the door and steps out. "Frosty, come on, I need to ask you something, it's important."

The blonde rolls her eyes and continues walking. Rogue flies down the hallway landing in front of her. The blonde takes an irritated breath as she glances at the heavy chested southerner's cleavage spilling from the tied up shirt.

"Please I need yer advice. Three minutes I promise." She pleads.

"What is it?" Emma huffs as she looks at her watch.

Rogue's eyes get huge as she looks around the hallway. "Uuh, can we go in my place an talk about this?"

The blonde swiftly steps around her and continues down the hallway. The desperate woman gets back in front of her halting her escape route. "You're trying my patience." Emma says spearing her with her most devastating glare causing Rogue to take a few steps back.

"I'm sorry, it's…it's about me and Remy. Can we please just…."

Emma steps around her again. "Come with me." She follows the blonde outside to a diamond colored Escalade. The driver opens the door and Emma gets inside.

The driver closes the door and walks to the other side of the SUV opening the door. Rogue stands there with a puzzled expression. The blonde rolls down the window. "Anytime today would be nice."

The driver steps around and motions for her to get in. "Oh." She says as she quickly gets in and the driver closes the door.

A minute later they are driving away from the institute. "Where are we going?" Anne Marie asks.

"I'm going to my office." The blonde says as she flips through some paperwork. "Wait what about me?" The brunette asks as she looks out the window.

Emma puts her paperwork down and rolls her eyes. "What did you need talk to me about?"

Rogue quickly turns back around and opens her mouth to speak then notices the driver watching them. She crosses her arms and stares at the blonde as she raises her eyebrows. Emma shakes her head. "Oh for the love of…" She hits a few buttons and raises the partition window. Rogue takes a deep breath.

"Excuse me, if I don't want the whole world knowin my business." Rogue says as the blonde huffs exhaling an annoyed groan. "Look, now dat I got my powers unda control, I, umm, well Remy is coming back soon and, you kinda the resident expert on this sorta thing so I thought..."

Emma sighs with a deadpan expression. "You're a virgin right?" Anne Marie huffs. "You ain't have ta put it out there like that…I mean I'm kinda,..well not exactly…I've uhh."

The blonde quickly interrupts her. "Have you or have you not been intimately penetrated vaginally?" Anne Marie rolls her eyes and looks away suddenly feeling like a teenager having heard the question but was too embarrassed to answer it not wanting to admit that she had taken her own virginity.

Emma's patience was wearing thin seeing her apprehension so she ran a quick sweep through her mind. "Humph, I didn't think you were into that sort of thing. I would have gone with something smaller if was my first time." Her passenger suddenly interrupts her. "Wait, into what?" She asks as the blonde arches a knowing eyebrow. "Goddamn it Frost. You can't be just readin people's minds like that. It ain't right."

"It's nothing to be ashamed of especially considering your powers. So you want to know what to do with your boyfriend, right?" Emma says ignoring the woman's embarrassment and irritation.

She swallows hard and nods her head. "I've watched some movies and well…that day you and Jean woke up in the medical bay." The blonde smirks with a slight chuckle remembering when the professor had them sedated for three days. All she could think about was getting into her wife's pants which she did with reckless abandon in spite of the audience that watched them once they woke up.

She sighs. "Look if you really want my advice, I suggest you dump him immediately." Emma says starting to go back through her paperwork again.

Rogue is in shock. "What! Why! Remy and I have been together for 10 years." There was no way she was going to dump him. They'd been through way too much together. Besides she was finally able to have a normal relationship, why let go of the first real boyfriend she'd ever had.

She continues going through her paperwork. "He's not going to be able to cope with what's happened to you. You should start fresh. You're an attractive woman; you won't have any problems finding someone new."

The angered southerner shakes her head no. "No, no…I know Remy. He'll be happy for me, I know he will. We been waiting fer years for somethin like dis to happen."

"You wanted my advice and I gave it to you." She hits the intercom signaling the driver to pull over as soon as possible. "No I wanted you ta tell me howta make my first time with him special. Ain't that what you used to do in dat Hell club or whatever?"

The blonde quickly turns to her and takes a deep breath staring into her eyes. To Rogue's surprise her blue eyes were remarkably gentle and almost sympathetic. "Look, I understand how you feel, really I do, but I've seen this before, many times with more women than I can count. Wanting men who could care less about them. Do you know why he treats you the way he does, never taking you out on dates, or complimenting you, always leaving for missions? It's because he knows no one can touch you. He knows he has you under control. It's not because he's loyal and faithful and full of compassion. It's because he's a man with a loyal and obedient dog that no one wants waiting for him when he comes home. And as long as you keep accepting it, he'll keep giving it."

Rogue raises her voice as the SUV stops. "Fuck you! You don't him. You ain't got no idea how he feel about me. He…he loves me. He's the best thang dat ever happened to me." She says turning as the door on her side opens.

Emma reaches out grabbing Rogue's wrist as her eyes slowly travel up her body. "You wouldn't believe how many times I've heard that. Generations of women ruled by men, socially and mentally enslaved to think they couldn't live without them. You keep going the way you're going, you'll end up sitting at a lonely grave pinning for a love you never had to begin with." The blonde moans smirking as her eyes slowly travel from Rogue's chest up to her lips, finally meeting her eyes. She slowly leans in and whispers in her ear. "You want my advice 'suga'" The blonde speaks in a seductive breathy tone. "You looked blissfully satisfied fucking yourself with that dildo, enjoying the soft warmth of your own hand, a woman's… hand. Maybe a man isn't what you really need."

Rogue jerks are hand away. "Fuck you." She says angrily getting out of the SUV. The driver closes the door as Emma rolls down her window. "My wife and partner take care of that for me, so while I appreciate the offer, I'll have to decline. I do however know some lovely women I could introduce you to once your relationship goes south. I'll pass your number along. You enjoy your flight back home 'ya here'." The blonde says blowing a kiss as the SUV speeds away.

Rogue is fuming as she takes to the sky. 'Fuck her, what does she know anyway. Remy cares about me, he…loves me. I don't need your stupid advice. I'll fuck him so good he'll never want to leave again. Stupid bitch! Just cause you can't keep a man….' She thinks to herself knowing on some level that the blonde was right.

It was a bit of a flight back to the institute as she had to make sure to evade the radars. Rogue couldn't stop thinking about what Emma said or the way the blonde's eyes traveled up her body. "Just cause she gay don't mean everybody else is." Her mind flashes back to seeing Jean and Emma making love in the medical bay. She had to admit they were beautiful. She'd never seen two women making love before and would never forget it. Rogue rubs her wrist feeling the warmth of the blonde's hand through her skin and how good it felt to be touched. She shakes the thought from her mind and suddenly has a memory of her childhood walking in on her adopted mother in the bathroom showering.

Caldecott County, Mississippi

"Come on in sweetie, you doin alright?" The brown eyed dirty blonde said as she looked down at her 4 year old adopted daughter. "What's the matter suga? You wanna come in here wit me?" Raven says smiling as she steps out of the shower and takes off her daughter's clothes.

She was the little girl's aunt who'd taken care of her after her mother went missing a year ago.

"You know you gonna have to start showering by yourself onna these days dontcha?" She says an Anne Marie smiles.

"Mama, when I have chi-chi?" She asks. Raven furrows her brow. "What's a chi-chi?" She watches as the little girl reaches for her breasts and begins to laugh. "Oh suga, you don't got to worry bout dat for a long while." She kisses her on the cheek. "Let's get you cleaned up. Mama got a date tonight."

They enter the bedroom and she dries her daughter off and puts her into bed. Anne Marie watches her as she puts on a strapless black dress. She has a gorgeous hourglass figure. "You bootiful mommy." The little girl says. "Well thank ya babygirl, let's hope mama's date thinks so too huh."

After about 20 minutes there is a knock on the front door. Raven goes to the bed and kisses her daughter good night and goes to the door. Anne Marie jumps out of bed and peaks out through the crack. She sees a tall woman wearing a man's suit take Raven's hand and kiss it.

Rogue shakes her head and takes a deep breath. Her heart begins beating faster suddenly feeling even more anger. She hadn't thought about her childhood in years, let alone her mother. "Fucking Frost." She says finally landing on the institute lawn. The angered woman quickly walks out to the garage around the back of the institute. She needed to get her mind off of what Emma said and fixing up her 57 Chevy was always peaceful for her.

Rogue quickly goes to work lifting the entire frame of the car with one hand carrying it to the corner so she can put a fresh coat of paint on it. She worked out there for hours.

"She needs to mind her own damn business." Rogue mumbles to herself. "I know what's best for me. She ain't had a man for years, what does she know anyway? Shouldn't have asked her in the first place. Remy love me. I mean sure we ain't been together in a long time, but that don't change our hearts. He gone be happy for me, I know he is. Happy for us. We'll finally be able to…"

"Lookin good there cher."

Anne Marie quickly turns around to see Remy leaning against one of the beams with his arms crossed. She's frozen swallowing hard completely unsure of what to do as she watches his eyes travel up her toned frame.

He steps forward. "Ain't you gon say thank you?"

She takes a deep breath and exhales from her mouth as she looks down. "Thank you…Remy. How long…you been standing there?"

He licks his lips walking slowly toward her. "Not long." Rogue steps back into the car still afraid of what will happen if they touch. He lifts his gloved hand to her face and cups her cheek. "What you fraid of mon cher? I know it's been awhile, but I'm back now. Ain't got nothing to worry bout." He says leaning in to place a small peck on her lips.

"Wait, baby." Rogue says pushing her body further into the car. Remy quickly pecks her lips and removes his hand from her face. "See it's alright cher. I'm always alright." He moves away from her and looks at the car. "You ain't done with this thing yet? It's already been a year."

She rubs her arm. "Well I like workin on it is all, you know that. So how long you stayin for?"

The Cajun looks back at her as he walks around the car. "Why you wanna know? You got a date or something an appointment I'm keepin you from?"

"No, no, its not that. It's just that I was hoping we could spend some time…together. A lot of stuff has happened since I last saw you." She says walking to the small table next to the couch.

"Oh yeah, like what?" He asks walking toward the couch. She gulps and takes a deep breath. "I…I been training and well, I'm different now."

He has a deep frown on his face as he looks her up and down. "I can see that. I hope you ain't been out dressed like that."

She exhales from her mouth and reaches toward his face. He leans back away from her hand. "What you doin cher?" She quickly grabs him and kisses him. He struggles against her kiss trying to get away. She lets him go and smiles as he falls to the floor tripping over a wrench.

"The hell you doin!" He yells wiping his lips with the back of his hand. She continues to smile as he furrows his brow and takes a few breaths. He stands up realizing that he still feels normal. His eyes widen and his jaw drops. "You…you can…"

"Yeah, I got my powers unda control now." She says as he makes his way back over to her. He gulps as he reaches out his hands to grab her torso.

"You sure bout this?" He asks taking the gloves off his hands. She nods as his hand touches her body for the first time. Rogue feels herself shiver at his touch. Remy immediately envelops her lips with his. She sighs contently into his mouth, pulling him further into her body. He tries to pull back as her tongue goes deeper into his mouth. She was in ecstasy finally being able to really kiss him and she squeezes him harder hugging him.

He gasps yanking his head back. She lets go of him startled. "Oh, no, I'm sorry, I'm so sorry, did I…I wasn't…" He shakes his head. "It's alright. It wasn't dat… you was just holdin on real tight is all. Forgot how strong you was."

She smiles and takes a deep relieved breath. He looks down with a bit of anxiety. "Hey, uh, why don't we meet up later at da apartment alright cher. I uh, need ta get unpacked." He walks toward the door.

"Remy, wait. Is this alright? I mean are you okay with…"

Yeah, cher. I'll see ya a bit later." He turns and smiles. It leaves his face as he closes the door behind me.

Rogue exhales a deep sigh of relief. She quickly runs to the bathroom and stares into the mirror with a smile. "See Frost. He's happy for me. You don't know what you talkin bout. I'm gon show him tonight. We'll be together like we supposed to be."

TBC…