disclaimer: I do not own any of the characters. All copy right characters owned by Marvel Comics.

RATED MA for violence, language and adult content.

This story was inspired by the recent comic books "Death of Wolverine"

Chapter One:

His mangled body lay heavily on the cold ground. She pressed her head gently on his chest, listening for a heart beat, waiting for a breath.

"Please breathe! Please!" She pleaded with his limp body.

"Please don't leave me Logan... I need you... You can't leave me. I love you..." The tears streaked down her face as she pounded on his chest with her fist.

"Breathe damn you!" Her shoulders began to shake as her emotions overtook her reasoning.

'Get it together Pryde! He needs your help. Do the stupid losing your mind emotional crap later!'

She began to resuscitate him, compressing his chest in a steady rhythm, only stopping to breathe air into his lungs. Her mind snapped to attention, remembering the syringe of adrenaline that was hidden in her pack. Attempting to continue her compressions she flipped the bag off her back and onto the ground beside her, carefully phasing the straps. While breathing air into him she used one hand to rifle through the contents and placed the syringe in her mouth. She continued her rhythmical pumping, hoping that she had got enough blood moving that his heart would start again. Taking the long needle from it's casing she drove it deep into his chest cavity, aiming for his heart she plunged the liquid into him. Resuming her routine she prayed to whomever was listening for a miracle. She couldn't lose him, he meant too much to her, she'd never be able to keep her sanity if he died. A slight gasp expelled stale air from his lungs. Relief steadied her hands as she placed her ear to his bare chest once more, listening for that consistent beat. It was there, barely but she could hear it fighting to gain strength. Without delay she emptied her pack and rummaged through the pile to find an IV and a bag of fluids. She'd have to find something to keep the bag elevated, a tree branch would have to do for the time being. His breathing became louder and she calmed herself.

'Alright Pryde, time to survey the area. Can't stay here long but Logan is in no condition to move yet. Have to see if it's defensible ground or if we are sitting ducks.'

As if to answer her fears of the later a twig snapped in half under a strangers foot behind her. His laughter all too familiar.

"How sweet, the runt and his kitten. Should have known you'd be here at the end of his life. Always the eager sidekick, stupid to think you could keep him alive."

"Creed." The venom in her voice expressing the hatred she felt.

"Who's going to avenge you now little pussy cat? Logan's a corpse and you're all alone."

"He's not dead yet and I'm quite capable of defending myself."

His laughter mocked her, his smug grin angered her and his dismissal of her as a threat made her want his blood.

"We've played this game before pretty kitty and we both know the outcome."

"Asshole, I'm not that little girl you faced years ago, nor the innocent young woman in Madripoor. I have no warrants about taking your life. In fact I'll take pleasure in cutting your head off."

"Bold words girlie." His tone grew darker, his amber coloured eyes narrowed on her frame.

She removed her katana from it's sheath, crouching low, waiting for him to make his move. He laughed again, watching her gaze focus on him, the bloodlust surging through her once soft brown eyes.

"Let's see what you've learned shadowkitty." He lunged at her but she didn't move, instead she let him pass through her intangible form. She stood and faced him. Her katana resting at her side, a wave of calm resonated from her.

"You gunna be a ghost the whole time or are you gunna fight?"

She answered him by rolling underneath him, solidifying once she had a clear strike to his back. Her katana cut deeply, causing him to let a low howl escape his lips.

"First bloods to you little kitten. My turn."

She knew he'd lunge at her, knew he'd fight like a caged tiger. Pure instinct, no thought. She had to keep her wits about her, had to calculate each move and counter it as best she could. He out muscled her, his bones and claws were adamantium, he had a healing factor but she had logic and strategy on her side. Her phasing ability would help with his lunging but she had to be able to see his attack coming. She couldn't let him out of her sight. They circled one another, each measuring the other, waiting for the other to make a move. Sabretooth knew she was clever, knew she was stubborn, she had the best hand to hand combat training there was and practice with a man who was always considered his better. He needed to hinder her thinking, take out her brains, make her careless instead of calculating.

Logan made a slight moan as he opened his eyes. His vision was blurry but his hearing picked up the fight close by. As his vision cleared he could see the IV drip hanging above his head. He tried to move but it only worsened the pain. He felt like he'd been run over by a truck then had a house dropped on him. Turning his head to the side he saw the pair only a few meters away. Kitty was holding her own, gracefully dancing about Sabretooth, landing fatal blows as she slipped in and out of tangibility. It was a scene out of a fairy tale, the delicate damsel elegantly twisting and turning out of the savage beast's reach. Only this fairy tale wouldn't have a happy ending and this damsel wouldn't be saved by a Prince Charming. She was trying to buy Logan time to recover. How much time he had left was the question.

"Poor little kitten will be lost without her mittens. Does he know? Did he ever know your true feelings?"

She slammed her elbow into the back of his head as she pounced off the ground behind him. Her katana followed across his back, slashing through his flesh. Sabretooth howled again but recovered with a sinister chuckle.

"I'm impressed pretty kitty, you've improved greatly since I've fought you last. The control you have over your powers is remarkable." He noticed that she could solidify specific parts of her body now while the rest stayed intangible. She had no trouble breathing while doing this, almost as if being intangible was now her normal state of being.

"Must be exhausting to fight like this though. How long do you think you can keep it up? My healing factor is already done fixing your first hit."

Kitty didn't think about her body, she was just doing what needed to be done. In practice she had gone three hours straight of intense combat but she had gotten sloppy after an hour and a half. Sabretooth wasn't letting up, he was trying to tire her and he was doing a good job of it. She pushed aside those thoughts and concentrated on her task. She needed to distract Sabretooth long enough in order for Logan to regain consciousness and get him mobile again. She knew that he was in bad shape, didn't even know if he'd be able to walk but she needed him to help her find a safe hideaway.

Sabretooth swiped at her as she back flipped to avoid his hit. He managed to snag her pant leg and scratch her soft pale skin.

"Got you that time little kitten. Why you fighting over a corpse? Be a waste to kill you, you are quite useful even though your a goodie two-shoes."

"Logan is worth fighting for."

"Ah young love. Has he ever returned your feelings? Hmm? His little girl has grown up and I bet he doesn't even notice. He just sees that little kitten, scratching at his side, wanting attention that she will never get. You dream about him touching you at night? Running his claws down your back? You think about him making you scream in pleasure?"

"You are SICK! Logan has always been a mentor to me! He's helped me find the strength within myself to be better and stronger in body and mind. He's the greatest man I'll ever know."

Sabretooth threw his head back and laughed heartily.

"Naive child. Look at him! He's knocking on deaths door! If he was so great where are all the X-Men? Shouldn't they be helping him heal? No, instead he brings you along for a final hurrah. I've had every enemy and hired mercenary hunting him down. He's no longer the man you knew, just a pathetic waste of DNA now."

"Coward! You couldn't even fight fair. Face him like a man! You had to pay thugs to attack him because you couldn't deal with Logan. Now you come when he's barely breathing to end his life?! Coward! He doesn't even have his healing factor anymore and you are still afraid to face him alone!"

"HA! Thought it was a rumour that he lost his powers. Figured if it was a lie he'd just toast them all. Leave me at the top of his enemy list. Looks like those rumours were true."

Kitty leapt at Sabretooth, driving her katana straight through his chest. Twisting the blade she pulled it out before he could strike her. He slashed at the blade and broke it in two, the broken length falling with a loud clank.

"Whatcha gunna do now since I've declawed you kitten?"

She narrowed her eyes and kicked the broken blade at him. As he deflected the shard of metal with his forearm she rolled beneath him and stabbed his foot with the blunt edge. He let out a loud roar of pain when she used the handle in his foot as leverage to swing up and double kick him under his chin, reeling him backwards. She backed away from Sabretooth as she tried to look for another weapon. Before she could find another he was bounding toward her, a look of rage on his face as he sprung into the air at her. She laid on her back and grabbed his wrists as she phased them into the earth. The momentum from his attack pushed them deep into the ground below. Kitty let go of his wrists and swam her way to the top. Once she broke the surface she gasped for air.

"Logan?" She called out quietly.

"I'm alright darlin'. How deep you bury him?"

"He knocked us pretty far underground. Could be hundred feet below. Was hard to swim back up." She dragged herself over to Logan's side, checking his wounds.

"You really had me worried there. Thought I had lost you."

"I'm too stubborn to die pun'kin."

"You weren't breathing Logan, your heart stopped."

"Breathing is overrated."

"Well I'd like you to keep breathing. Not sure how long we have until he claws his way back up. I'm hoping it will buy us at least twenty four hours. Can you move your legs?" Kitty gently rubbed his legs, trying to warm them.

"Give me a couple hours and I should be good to go."

"I can walk us across the water so he can't get our scent but I'm not sure I can go without breathing long enough to clear the whole channel."

"There's a buoy at the half way point, we can rest on it."

"Okay. You give me the word and I'll help you up. Should be less effort for you to air walk then physically doing it."

"You should rest darlin', it's gunna be a while before I can get up. Sabretooth came alone. Don't smell anyone in the air. You need to sleep."

"Sleep is for the weak." She smiled at him as she curled up next to him on the hard ground, placing her pack under her head.

"Just this once do something I tell you to do."

"Yes sir." She kissed him lovingly on his cheek and closed her eyes, one hand on his arm for comfort.

Logan stared at her peaceful face as she slumbered. The years had changed her, had made her stronger, tougher but she still had that air of innocence about her. Her positivity always gave him a smile. He wished things had been different, that he could have kept her safer, sheltered her from all the hatred and death. But she wouldn't be who she was today if she hadn't experienced all the things she had. Thirteen was a tender age to be exposed to life as a superhero mutant. Now in her early twenties she had an old soul, the maturity of one who's lived a lifetime and then some. He wanted her to be happy, to have a family and be loved the way she truly deserved to be loved. He knew his death would be the hardest on her. Many times throughout their 'adventure' he had thought about sending her home, but he knew she wouldn't allow it. So here they were, battered and bruised, laying in the Japanese woods.

"Logan?" Her voice was barely above a whisper.

"Yah darlin'"

"I love you."

"Love you too pun'kin."

He lifted his arm around her shoulders and pulled her close to him. She sleepily nuzzled into his chest and lightly wrapped her arm across his waist. Tears rolled down his face as he realized that he'd never see her walk down the aisle, he'd never see her children, he'd never see Kitty again. He was her mentor, her protector and her friend. It had been a long time since he'd allowed himself to cry, to let go of that raw emotion and grieve.

Kitty awoke with a start. She was still curled up against Logan, she felt his chest rising and falling as he took breaths. Her body was sore from fighting Sabretooth and sleeping on the hard ground. Carefully phasing out of Logan's embrace she surveyed the area. It was silent, aside from birds chirping in the background.

"Time to go pun'kin."

"Sorry did I wake you?"

"No darlin'. Haven't really been able to sleep."

"We need to get you to a proper bed for a night."

"I'm dying, not much sense for me to sleep."

"Logan, please don't say that."

"We need to start being truthful with ourselves here darlin'. I don't have much time left. You've got your whole life ahead of you. Don't waste your time carting my half dead ass around Japan."

"Logan you know fully well that I'm not going to leave you. We've already discussed this."

"You should be back in New York, spending time with Piotr."

"Piotr? Logan... I know Piotr and I have history... That doesn't mean I should be with him."

"You love him don't you?"

"Yes and no. I love Piotr but I'm no longer IN love with him. We are two very different people. I've grown up. The traits I fell in love with when I was fourteen now annoy me. He's broken my heart multiple times... Fate keeps tearing us apart. I'm just finally waking up to the realization that our relationship has more then run it's course and the universe has been telling me for years but I kept ignoring it. Turns out he's never fully had my heart."

"You did so much for him, sacrificed so much of yourself for him..."

"That's what you do when you are a foolish child in love. That child no longer exists. I feel empty at times... You shouldn't feel empty... It's not a good way to be when in a relationship. I have to make myself whole again before I can allow anyone into my heart."

"I know that feeling all too well darlin'. I just want you to be happy... Hate seeing you hurtin'."

"I'm hurting because I'm losing the most important man in my life and there's nothing I can do to save him." The tears came rolling down her face as she touched Logan's cheek with her hand. He didn't respond to her, he simply placed his hand over hers. She was trembling as she stared into his blue eyes, her tears dropping on his hand.

"I wish things were different Kit. I really do. But I've spent more time on this earth then humanly possible. My run is up. Everything must come to an end at some point."

"I can't imagine my life without you in it."

"You'll find your inner strength Kit, you'll be fine. I know you will. Otherwise I'll come back as a ghost and kick your ass."

She laughed softly.

"I have no doubt that you would. You already kick my ass in my head as it is."

"Promise me you'll live your life to the fullest."

"I promise."

Kitty leaned toward him, moving her hand underneath his to hold his jaw. Her lips softly brushed his as she kissed him tenderly.

"I hope you know how much you mean to me Logan. I'll never forget what you've done for me. You've made me who I am today. You gave me my strength when I thought all was lost. You helped me grow and mature as a woman. I'll never stop loving you."

Tears brimmed Logan's eyes as he realized the depth of her meaning. He had been the one who had always occupied her heart. The reason why she could never make any of her relationships work. She had always compared every man to Logan's measure and none could hold a candle to him in her eyes. The role of father, big brother he always thought he had filled in her life had developed into something more over the years as she had matured.

"I can only hope one day that I find a man that's a fraction of who you are."

"I ain't that special darlin'. I've done some unforgivable things in my life, things I'm not proud of..."

"That's why you are a great man Logan. You know what you were and tried to better yourself."

"I was right about the 'bad boy' obsession that you have... Piotr doesn't really fit into that category very well does he? Even when he was working for Magneto and had the power of the Phoenix, it was out of pure stupidity. I'm way too old for you anyways darlin' and as Sabretooth said I'm pretty much a corpse at this point. But I am very flattered that a beautiful young woman as yourself would want an ugly old dog like me."

"Don't undersell yourself Logan. You have that rugged handsomeness of what a real man should be. I find your morals admirable, your honour awe-inspiring and your ass kicking skills sexy."

She smiled sweetly at him, her brown eyes filled with adoration.

"You gunna make me blush now darlin'. Speaking of ass kicking skills; how you think Sabretooth felt when you handed his ass to him?"

"None too pleased. Isn't the first time I've bested him."

"And it won't be the last."

"Glad you have confidence in me, cuz every time I face that guy my stomach does somersaults, and not the good kind."

"At least you aren't related to him."

"What will Sabretooth do without you? He won't have anyone to torment anymore. Maybe he'll end his life."

"Too much to hope for darlin'."

"Hope springs eternal Logan."

"We should get going. I can hear Creed trying to claw his way back up."

Kitty shuddered as she looked at the ground where she had phased the two of them.

"Can you stand?"

"Only one way to find out."

Kitty crouched beside Logan as he slowly sat up. With his arm on her shoulders they stood together. Helping him steady himself, Kitty flipped her pack up in the air with her foot and caught it with her free hand. They glanced at one another and nodded, taking a hesitant step forward. His movements were sluggish, as if his limbs were concrete.

"I'll air walk us as far as I can. Should be less effort for you."

"Much obliged darlin'."

"Can you take your IV bag? I ran out of free hands."

"Sure thing darlin'."

"The channel isn't far, about a five minute walk." She watched Logan take his first few steps. "Well at this rate, Father Time, may be more like twenty minutes."

"Don't make fun darlin', I may have lead for feet but I can still run circles around you."

"Yah, yah old man. Just keep moving those cement blocks there. When we reach the other side you can show me your circles."

Their friendly banter helped ease her sorrow slightly. It was distracting enough to keep her mind out of the dark morbid mood that was slowly creeping up on her.