A/N: Re-edited because I was not so happy with the way it was. Still not brilliant but working on that.

'Thoughts'

"Speech"

Phoenix in bold.

[Lyrics in italics and brackets]

She watched as he cried into Wolverine's shoulder as the blackbird flew away. She held him tight as he began to unravel. She defended his actions. She listened as he complained. She followed him as he went to search for answers. She cried as he kissed the women he loved. She absorbed that same women as she tried to kill him. She burned as the fire entered her skin. Then everything went black.

[There's something inside me
That pulls beneath the surface
Consuming, confusing]

Rogue sat up in her bed. She rubbed her forehead, which felt like a thousand daggers had just flown through her skull. She stood up and turned to walk to her bathroom. But something was wrong. She looked around realising she wasn't in her room. Everything was clean, white and smelt faintly like disinfectant. She was in the med-lab. She ran towards the operation table and picked up the small mirror to check her reflection. She still looked fine. Same brown hair, with two platinum stripes framing her face. Same nose, ears and coal black eyes. She gasped and checked the mirror again. Brown eyes. She had brown eyes. But she was sure a moment ago her eyes had been black. Then she remembered. Jean. Scott. She'd followed him when he went back to Alkali lake on the spare bike. He shot a beam at the lake and then Jean rose. Then they were kissing. A familiar pain stabbed at her heart. She shook herself mentally and continued retracing what happened. Jean and Scott kissing and then… and then she touched Jean. That's when everything went black.

She practically flew out and sped into the room next door. Jean lay motionless, long red hair flowing around her head. The monitors beeped steadily and her chest rose and fell softly. Rogue sighed, thankful that Jean was alive. She was about to turn away but then her hand, of it's own accord, reached out. She grabbed her own wrist trying to restrain it but it was so strong.

"What happening?" she whispered.

I need more power.

Rogue gasped at the cold voice. It had whispered from inside her head. She released her wrist and her bare hand clung onto Jean's exposed neck. It lingered for a moment, the pull of her power taking effect, before letting go. Rogue backed away and ran out of the room as fast as she could. Something was inside of her. She had to see the professor now.

[This lack of self-control

I fear is never ending

Controlling, I can't seem

To find myself again

My walls are closing in]

"Professor!"

She clung onto the handle of his door, which she had thrown open, and took deep calming breaths. The professor sat with a sombre expression.

"It's alright Rogue, I know. My fears are true."

"But what is it?"

"Please sit down."

Rogue nodded and sat down in the chair opposite him. She moved the chair a few inches back because an uncontrolled rage was passing through her when she looked at him for some reason she couldn't comprehend. Logan, Storm and Scott entered the room. Her hands balled into fists and she lowered her head as it began to burn inside.

"Professor…" she gasped.

"Try to control her Rogue."

She squeezed her eyes shut tightly. After a minute of mental pushing it finally subsided. She blinked back the tears and relaxed.

"What's happening to her?" whispered Storm.

"Phoenix. It's a name Jean came up with. I locked some of her powers that she couldn't control when she was younger, which lead to a different personality; a meaner and more abrupt personality."

"Then it should fade away. Like all Rogue's personalities." Said Logan.

The professor remained silent. Then his eyes met Rogues. She felt him, probing her mind. As did Phoenix.

You can't keep me locked up anymore Charles!

Rogue felt her throat tighten. Then she felt her psyche stiffen and finally float away. It was as if she was pushed into the backseat of her body. She felt her body rise but she couldn't regain control. She watched everyone's looks of horror through her eyes. Then she saw his face. The look of pure fear. Fear of her. She fought, hard, trying desperately to regain control of her body. She tried to make her nerves respond to her and finally she found the connection to her mouth.

"SCOTT!" she screamed out.

The Phoenix didn't take her rebellion lightly. She tried to push Rogue to the back of her mind. Rogue was about to give up, because of the pain, when she heard his voice.

"Rogue. I'm here." He whispered.

As she gave one final push for control she felt her body drop and crumble to the ground. Then two strong hands held her up. She looked at the professor. He was rubbing his temples. Storm was rubbing her shoulder and Logan was rubbing his neck. She realised she must of hurt them while struggling for power.

"What did I do?" she whispered.

"It wasn't you. The Phoenix is immensely strong."

"I'm a monster."

Unable to bear it, she pushed away from Scott and ran from the room. The hallway was filled with student and they all stared at her.

You should hear what they're thinking.

[Without a sense of confidence

I'm convinced that there's just too much pressure to take

I've felt this way before

So insecure]

'What's wrong with her?'

'Idiot.'

'Without gloves again.'

'So stupid'

'Piece of shit'

"STOP!"

'Without gloves again'

'Animal'

'Slut!'

'Does whatever she wants!'

'Why is she staring?'

"Stop the voices."

'Going crazy'

'I hate her'

'Freak'

'Monster'

"NOOOOOOOOOOOOO!!!!!!!!!!!!!!!!!!!"

Touch them. Absorb their powers. It will make the voices go away.

[Crawling in my skin]

"Rogue! What's wrong?"

Rogue shook her head and felt her back hit the wall as she tried to move away. Her skin was on fire and the voices were swirling in her head.

[These wounds, they will not heal]

"MAKE IT GO AWAY!" she screamed.

[Fear is how I fall]

"I'm sorry, Rogue." Whispered the professor.

[Confusing what is real]

Trust only me

[Discomfort endlessly has pulled itself upon me

Distracting, reacting

Against my will, I stand beside my own reflection

It's haunting

How I can't seem

To find myself again]

She opened her eyes and tried to take in her surroundings. She was in a room. It was painted a sweet, lemon yellow. It seemed so familiar. There was a boy lying on a bed and a girl with long brown hair on her knees, tracing a line on a map. But they didn't seem real. It was like she was watching a dream.

"Where am I? Hello?"

No one even looked at her. The girl laughed and flopped onto the bed. Rogue gasped as she realised she was staring at her younger self. She watched the scene that had so long haunted her dreams. The moment she lost everything. She turned away not wanting to see herself suck everything from the first boy she ever loved.

"Why are you doing this?!"

I find you fascinating. Your power that is.

"My power?"

Yes. My power on it's own is class five. But joined that with the ability to take the power of others and I'll be unstoppable. Indestructible even.

"My power is a curse. It can't be controlled."

You are too pitiful to see the beauty of your power. Too weak to gain control.

"You can't stay in me forever. You'll get weaker. You'll fade away."

Not with Jean around. I can continue to draw my essence from her.

"What about me?"

Oh I will leave your body soon and return Jean's. I first have to find a way to take all the powers with me. Then I'll be a true goddess and the world and its weaklings shall tremble before me.

"So I'll lose my powers."

Yes.

"Will I die?"

I see no reason to keep you alive

"If I make this easy, if I help you. Will you keep me alive? And Scott to."

If you stay out of my way, then I shall spare your lives.

"Do what you have to."

[Without a sense of confidence

Without a sense of confidence

Without a sense of confidence]

Rogue's eyes snapped open. She looked around. She was out of her memories and in the med-lab again. She slowly stood up heading towards the door. She took the elevator up and then turned to the right. She kept walking, listening intently for any sounds. As she came to the entrance of the school, she heard shouting outside. Happy shouts of the students. She smiled and headed towards the door. She pushed it open and looked outside. The students were playing in large groups enjoying the summer sun. Her hands instantly started to heat up. The hunger of the phoenix was growing. In her eyes these were no longer her friends but fuel for power. Suddenly she felt scared of what would happen if the phoenix took control. But then an image rose to her mind. Scott lying dead and broken. Slowly she sighed and let go. She felt the phoenix take over her body as she was pushed to the darkest corner of her mind.

[This lack of self-control
I fear is never ending]

"Rogue!"

Rogue opened her eyes. She looked around. Everything was black around her. In front of her stood a woman with flame red hair. She realised she was in the back of her mind.

"Jean?"

"Yes, it's me."

"What are you doing here?"

"You didn't only absorb the phoenix but my mind to. She locked me here to keep me away from you."

"Oh."

"Rogue you have to stop this! You can't let her hurt the students."

"You don't understand!"

"I understand her more than you. She's lying to you. She won't be able to kill you but after all this absorption you'll be so weak that you'll barely be able to live."

"I know that but Scott-"

"She already tried to kill him once. Can't you think why?"

Rogue thought back digging through the hazy recesses of the phoenixes essence. Then she realised something.

"Because he would bring you back."

"Yes exactly! Also his power is appealing, like everyone else's. Maybe more than others."

"I can't go back. She's probably killed everyone by now. It'll be my fault. I don't want everyone to hate me."

"I can feel no one has died. Yet. The younger students can't fight back so she didn't hold on to long. Stop her now before she finds someone who will fight back."

"I can't."

"I'll help you."

Rogue nodded and concentrated hard. Suddenly the air got thinner and fog rose up all around. She yelped as fire spread around her and Jean.

How dare you.

"Don't give up Rogue." Shouted Jean, her body beginning to fade.

'Fight Rogue.'

"Professor?"

'We're all here for you.'

She screamed as she fought back for her body. Suddenly she felt herself being thrown foreword to the front of her mind.

[Crawling in my skin

These wounds, they will not heal

Fear is how I fall

Confusing what is real]

She wrenched open her eyes. The professor, Logan, Storm, Scott and all the students stood around her. Though the students stood a little further back than the teachers. She looked around trying to assess the damage. Some of the older students were rushing to take the limp figures of her victims to the med-lab. Rogue felt herself breaking under all the guilt. She began to sob uncontrollably. The raging battle was still going on in her head. Then she looked up. His eyes met hers. She had put everyone in so much pain, just to get what she wanted. Like a wounded child she reached out to him. He didn't move forward towards her.

You disgust him. WEAKLING.

Rogue clutched her arms around her. She felt someone approach her and she flinced back.

"Don't touch me!" she spat.

"Kid, we want to help you."

"You can't. You don't want to. You want me to die."

"Rogue…" pleaded Storm.

"I'm a monster. Kill me." She begged.

"No"' whispered the professor sternly.

Rogue's head snapped up, her eyes blazing. Her own anger and frustration started to push through.

"Then I'll do it myself."

She clutched herself tightly, nails digging into her skin. She tapped into the phoenixes power. This would end now.

[Consuming, confusing]

Scott watched as Rogue's hair began to rise. Her eyes became a cold grey and the ground around her shook. Suddenly cuts sliced her clothes and her skin. She was tearing herself apart.

'Scott.'

'Jean?'

'Tell her the truth'.

'What?'

'Don't deny how you feel. You can't hold onto me forever'.

'But…'

'Don't. Please. You're hurting her by denying it.'

Suddenly images and thoughts were projected into his mind. Rogue's thoughts and feelings. He saw what she was willing to do for him. His heart swelled with love and he realised he'd been so scared she'd reject him that he never realised he was rejecting her.

'Tell her!'

'I will Jean. I love you Even though-.'

'I know, I love you too Scott. Forever.'

Scott blinked , his connection with Jean fading, and walked towards Rogue.

"Marie?"

She was still ripping herself apart. But her eyes focused on him. He felt guilt seeping in as her skin began to pale and the blood on her skin leaked out more and more.

"I love you."

The ripping slowed, now merely making random small cuts. Her eyes softened back into their beautiful brown.

"I have to die." She whispered weakly.

"No, you don't. Let the professor help you. Let me help you."

The professor moved forward. Rogue's eyes started to turn black and her face contorted into an evil smirk.

"Stay with me, Rogue."

"You can't stop me!"

[There's something inside me

That pulls beneath the surface

Consuming, confusing]

Rogue tried to push the phoenix away and regain her body. But she was getting stronger. She felt the professor probe her mind, reaching out to help her gain control. Then help came. All the other psyches of those she'd absorbed stepped forward to help. They helped her push her way to her body so that she was slowly getting her control back. Then there was a hand on her cheek. She looked up to see Logan.

"Your going to need some strength."

She closed her eyes and allowed her powers to take in his power. A growl ran through her head. Logan's psyche using all its strength to help her.

[Crawling in my skin]

You cannot not defeat me!

"Get out!" she screamed.

Pathetic weakling. I am no mere mortal; you will do as I say.

"Leave her phoenix!" Yelled the professor.

I will not be pushed away.

[These wounds, they will not heal]

"Help me!"

I will kill her Charles.

She screamed feeling the burning in her skull increase. Her heart was accelerating to the point it was causing her pain.

[Fear is how I fall]

No, this cannot be.

"I love you, Rogue."

"I know Scott." She whispered.

[Confusing what is real]

Rogue gasped as the voices stopped. She felt the fire inside leave her. Then Scott's arms were around her. She clung to him. He tightened his hold and kissed her forehead.

"It's not over, is it?" she whispered.

"No, Rogue. The phoenix is now still inside Jean's body. Faint but there." Replied the professor.

"And Jean?"

"I can't find her. The Phoenix is in her, and to keep us all safe I will have to keep Jean in her unconscious state. But Jean is…I'm sorry."

Rogue nodded looking up into Scott's eyes. He smiled at her. Tears streaking down his cheek. He kissed her on the lips for a moment and pulled away as her powers kicked in.

"Thank you, Rogue."

"For what?"

"For not leaving me."

"I don't think I'll ever have the strength to let you go."

He lifted her carefully bridal style and took her inside. She snuggled against him and closed her eyes, finally feeling like she was loved.