All of these characters belong to Marvel except for Vixen, she belongs to me.

Sorry if Rockets a little OOC, also sorry for any misspellings and if the story is a little short.

Rocket sat in the cockpit of the Milano as he stared out at the window at the stars. Everyone else had gone to bed and he was the only one up, or so he thought.

"Hey fur ball," a voice said from behind him.

Rocket looked back and saw a girl about his size with cream colored fur and eyes so darkly green they were almost black. Her long fluffy tail twitched back and forth and her big ears stood straight up. In her arms she held Groot, still in his little clay pot.

"Hey Vix," Rocket said before looking at Groot. "Hey buddy."

"I am Groot."

Vixen smiled done at the little Groot and then walked over to Rocket who sat cross-legged on the floor of the cockpit.

"So what's up?" Vix asked as she sat Groot in between them.

"Nothing just think'in," he answered as he looked back up at the stars.

"What, you never think!"

Rocket shot her a sharp glare as she held up her clawed hands.

"I mean, like this, you never think like this."

"Well maybe I want to this time," he snapped at her.

"Ok, ok, geez," she said with as she looked away from him.

Groot looked up at them both and frowned, "I am Groot."

"She started it," Rocket mumbled.

"I did not!"

"I AM GROOT!"

Vixen crossed her arms and sighed, as Rocket rolled his eyes. The cockpit was filled with awkward silence until Vix spoke up.

"So what were ya thinking about?" Vix asked as she held her hands down in her lap.

"Nothin'."

Vixen scoffed, "And you wonder why we never get along…"

"That's you, you dolt!"

"Ok, fine, whatever, just," she sighed and shook her head as she looked down, "I'm just trying to be friendly."

Rockets look softened and he looked back at the stars, "I'm just, thinking, about the past."

"Why would you? From what I heard it sounds like a freakin nightmare."

"You mean to tell me you never thought about the past?"

Vixen frowned sadly and shook her head.

"Exactly," he paused and scratched the back of his ear and took a deep breath before continuing on, "I was thinking mainly about someone I lost years ago."

Vixen's ears perked up as she stared at him with widened eyes, Groot just frowned and rested his tiny little sapling hand on Rockets arm.

"Her name was Lylla and she was like me. We escaped together we fought together and we…" he swallowed hard as he thought about the last time he had seen her, "She-"

"It's ok Rocky; you don't have to continue if you don't want to."

He nodded and whipped a tear from his eye, "T-That was what I was thinking about since you needed to know."

She frowned and felt only regret and sadness, "I know how you feel, I lost everyone I've ever loved, my family, my friends, all of that was replaced by this freakish body and the mechanics as well as the freaking bipolar," she snarled as her hands turned into fists.

Groot and Rocket shared both worried looks; she then noticed there looks and took a deep breath.

"I'm sorry," she said with a sigh, "My point is that you're not the only one who's been through this and I know it hurts but, you can't keep living in the past. Who knows what the future brings, there might be more like us and maybe you'll find someone who's just like her. You never know."

Rocket gaze an amused scoff, "Maybe, and then maybe you're wrong."

"Well like I said, who knows what the future will bring."

She smiled at him and then looked down at Groot who smiled at them both; she then picked him up and turned to Rocket.

"I'm going to go put him in your room, and then I'm heading to bed."

"Kay Vix, night."

"Good night Rocky, oh and remember, I still owe one!"'

Rocket smirked as she left the room; he then turned his gaze back at the stars and began to ponder what the future may hold.