Finally, the sequel to 'Changes in the Making'! It took me a while but I've finally got it going. This will conclude all the loose threads in the prequel. So please read and review! Shout outs from CITM at the bottom.

Disclaimer: I don't own X-men Evolution.

Chapter I: Memories and Secrets

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"...she might not make it if..."

"...risks must be sometimes..."

"...her powers will go unmatched..."

"...it is a sacrifice we must..."

"...make sure she doesn't wake while..."

"...don't worry, she's lost in her own world now that..."

Curled up in a feeble and vulnerable position, all she could do was hope it would all end, like a dream does. But all she could do was feel lost and scared, and cower until she could face the strange world around her. It wasn't that strange though, yet it felt...surreal and fake.

Rogue wiped a tear from her pale cheek, her lip quivering and her limbs trembling. All she could think about was how much trouble le she and Carol Danvers were in now. When the stranger had barraged in and knocked Carol out, Rogue thoughts she could take him , but he took her down too fast. Then, she woke up here...in a memory.

The voices whispering in her mind had died down, and everything seemed normal again. Yet Rogue knew she was living in a façade of someone's past, and as she started to pick herself up, frail at first, she started to stroll the bristling street around her.

Warehouses and a few buildings adorned the streets she walked along, receiving a few worried or odd glances. Rogue wrapped her arms around her body, and continued on gawkily. She had to figure out whom she was apart of, and maybe then she could go back to reality and save Carol. The winding streets led to a side of docks with ships milling about and passengers chatting casually. The cloudy and cold day made Rogue shiver, even though she didn't actually feel the climate around her. It wasn't real, at least not to her.

A young man passed in front of her, tall, over six feet, with brown hair and his head down. Rogue glanced at him, and noticed the concern on his face. He did not see her, of course, and continued. It was only a memory, and she could do nothing to stop or change it.

"Rogue..." Someone whispered her name, up in front of her. The real Scott, at least the older one she knew, stood watching her. He stood clad in his usual outfit of a tight manila colored T-shirt under a blue sweatshirt and tan pants. His ruby visors glimmered, and he was neither smiling nor frowning. Rogue looked back at the young man who'd passed her, the one not wearing shades made from ruby quartz. The real Scott, though Rogue knew he was only a figment of her psyche manifesting in his absorbed psyche, followed his younger self. Rogue followed to, not exchanging any words but wanting to know what she was suppose to do. If Scott were real, she would have hugged him and embraced herself in his strong arms. But he was more of a ghost. Rogue tempted herself whether or not to see if he was at least incorporeal or not. The others around her were, since they were apart of the memory. The real Scott, the older one, was just intruding on the memory, like herself. He was a part of her and his memory. Maybe if she could touch him, something might occur.

Rogue tried reaching with her ungloved hands from behind Scott, but he walked too fast. She was too tired to try and run him down, so she kept a pace even enough to trail him on his heels. Then she reached out, grasping one of his long sleeves. Scott kept moving though, but Rogue yanked back, tearing the sleeve off his arm. The sleeve of his T-shirt underneath hardly covered any of his arm, stopping just above his bicep. Rogue took two full strides, and clasped her hand on his bare arm. There was no flash, no absorption, Scott simply turned around.

"Save me from ruining my life," he whispered, and faded away like an evanescing ghost. Rogue didn't understand at first, until she saw the younger Scott on his knees in the street with people moving around him. A pair of ruby colored shades rested at her feet, so Rogue knew what to do. Mustering her remaining strength, she snatched the shades up and moved as quickly as she could toward Scott. The optic energy started to pour out of his eyes, not quite visible among the crowd though. Rogue fell forward onto his broad back, wrapping her arms around him so she could block the energy and slip the shades on his eyes. When the shades slid in place, the younger Scott broke free of the memory, and turned toward Rogue.

"Stop my love from turning evil," he whispered enigmatically, and faded like his older self. The scene around shifted and morphed, until she was standing in a city. Nighttime dwelled above her, and only a few people were milling about. Someone stepped past her, tall and a redhead. Her face was looking glum, and she carried herself until plopping onto a bus stop bench. A fresh wave of tears escaped her eyes, as the redhead cried bitterly into her hands. A crow circled overhead, but Rogue ignored it and walked toward the redhead. She knew it was Scott's love, like his younger self had said, and something was going to happen. Evil, Rogue deliberated on that, since she couldn't understand Miss Perfect going evil. But this memory seemed to be before Jean joined the X-men. And now she was supposed to keep Jean from the darkside? Rogue didn't quite understand.

The crow overhead circled behind a nearby building, and moments later, a woman in a business suit with short hair and glasses emerged near Jean's sobbing form. The woman moved over to the bench and sat next to Jean casually, but Rogue knew the moment the woman had appeared that she was the problem. Mystique usually was when it came to the X-men.

"Something wrong, dear?" Mystique asked in a sweet yet truly deceiving voice.

Jean shuddered but sniffed to clear her tears, then looked up at Mystique. "I, I'm just having a bad day. My family is really mad at me because I'm, um, different."

"I know you are, dear, and that makes you better than your family. Much better, with your potential." As Jean gazed at the woman oddly, the real Jean appeared just like Scott had before. In her lilac long sleeve shirt and beige, baggy pants. Her vibrant red hair hung partially over her shoulder, and she was staring at Mystique with her younger self. Rogue took a few cautious steps, but then reached out for Jean's face. As she did, Jean looked at her, and spoke after contact was made.

"Don't let her convince me," Jean whispered, and disappeared like Scott had. Rogue nodded feebly, and then turned toward Mystique.

"You see, Jean, there are people just like us who have special gifts. It's their right to overrule these normal people. Come with me and I can make you realize what lies inside you." Mystique was telling Jean, until Rogue stepped in front of her.

"Leave her alone, ya fraud!" Rogue bellowed, almost surprised when Mystique heard her even though they were supposed to be divided by memory and reality.

Mystique's face curled up in horror and shock, as she stared at her adoptive daughter ludicrously. "Rogue?! How, why?!"

"Jean, go home and forget about all of this. You're family loves you and Mystique is manipulating you for her own motives. Don't side with her if you want to be happy. Don't drown in her and lose sight of the real goals. You need to escape from her." Rogue stated like a speech, and Jean listened. Mystique was too startled to object or retaliate. Jean stood up and smiled, while Mystique and the rest of the world disappeared.

"Just because something happened in our past, doesn't mean it's lost for ever without a cause." When Jean finished, she too vanished.

Rogue awaited another friend or foe's memory, but all she received was a jolt of pain. The sting grew stronger as she sank to her knees, and she became afraid that the pain would overwhelm her. She cried out in a scream of agony, until the pain drifted away. Then she gasped.

She was back in the room with Carol. No, it was the same room, and Carol sat in front of her, but Rogue knew this memory took place before they'd met. She expected to find herself thrown into the room, but Carol sat alone, crying in silent sobs. So she waited, and nothing happened. There were no ghosts or strangers, and Rogue started to feel lost and confused again. She wanted to comfort Carol and let her do the same.

Misery loves company, so they say, Rogue thought sadly, curling up along the floor. Then something finally happened.

The Carol from the memory halted her tears, and turned around to face Rogue slowly. "How could you?"

Rogue was taken aback and confused even more now, trying to organize her thoughts. "What do you mean?"

"I thought we were friends, you know. In this mess together." Carol stood up, her saddened gaze deteriorating. Now all that remained was a look of pain and anguish. "Why are you taking my life away?"

"Carol!" Rogue screamed and jumped to her feet, angry at the accusation and scared of the outcome. "How can Ah hurt you if Ah'm right here? Why would Ah hurt you? Ah don't understand!"

Carol stood silently, shaking her head in a scolding way. "You'll never escape me now. We're one, together, and I'll always torment you until you give in. It's your fault I'm dying, Rouge, and you can't do anything about it."

The chilling statement left Rogue in a daze, as Carol turned her back towards the other mutant, and disappeared. Another zap of pain shook Rogue, causing her to scream and drop to the floor. Her eyes scrunched shut, she felt numb, and the whole world seemed to spin. Then the voices came back again, invading her in the dark.

"...the personalities are weak..."

"...she only experienced few..."

"...did she seek the truth or..."

"...she knows nothing as of..."

"...won't this be quite a surprise..."

"...should we dump the body..."

"...no, salvage the girl and..."

The voices started to drift in and out, and before she knew it, Rogue could barely feel her limp form being carried somewhere.

"Carol..."

"Sorry darling, she ain't here." A gruff male voice told her, chuckling a bit. Rogue wanted to reach up and grab him, drain the life force out of him. Maybe then she could find some answers. But her condition hindered her abilities and strength, so all she could do was start to cry.

Minutes slipped away slowly, leaving her to dread the truth she knew she'd find. A door opened in front of her, and the cold air of a familiar room greeted her. The man set her down on the floor, and Rogue immediately open her eyes. The room looked the same as before, except Carol was gone. Carol...she played a big part in this mess. Rogue couldn't help but wonder why everything was revolving around the girl she hardly knew. Why had she been brought here? Did she have a connection with Carol?

"What her, will ya?" The same man from before barked, and his footsteps led out of the room. The door stayed open, but two sets of footsteps reached the doorway. Rogue turned on her back to see whom the new people were, and let out a tired but astounded gasp.

Although she wasn't sure, Rogue thought Remy was standing there in front of her. Yet both men were dark clothing like a uniform, and she couldn't really make out their faces. Both men were tall, young looking, one with spiky dirty blonde hair, and the other with shorter, brown hair. If only she could see their eyes.

The dirty blonde haired man took a few steps toward her, and then dropped to one knee next to her. He silently slipped off a his heavy jacket, only having a tight, black tank top underneath, and wrapped it around her shoulders. With the man standing so close, Rogue realized who he was. But it was impossible. Warren Worthington III was supposed to have wings. The man kneeling next to her looked just like the mutant she'd met in New York. Without his jacket, she could see his muscular frame, and with his face so close, she could see his dazzling smile. But his smile faded when the other man scoffed.

"She's your girlfriend, isn't she?" Warren barked back. The other man just scoffed again and turned away. Nothing processed right in Rogue's mind. The Sentinel captured Warren so he couldn't be here. Remy wouldn't be here either, and plus he wouldn't leave her frail and scared, acting as if he didn't care. Rogue knew both men enough to identify that something was utterly wrong, and she was trapped in it.

"Cold, still am..." Rogue muttered weakly, gazing at Warren. He nodded and slipped off his tank top, wrapping it around her even though it wasn't much. Then he turned back to the other man, confirming Rogue's suspicions. There were no scars along Warren's broad back, yet Rogue figured the only way they could be removed would be surgery. It looked like he never had any wings at all.

Deprived of answers and confused even more, Rogue reached out with her bare hand, hoping to grab onto Warren's broad shoulder. It wasn't something she wanted to do, hurt a friend, but everything was spinning out of control and she need to know. To her horror though, all her hand did was grasp his shoulder. There was no absorption, no flow of memories, no nothing. Instead of being joyful that her powers were currently nullified, Rogue simply started to cry again. Nothing made any sense at all. Warren gave her a sad look, but said nothing. The other man turned on his heels and left the room without another word.

After a few minutes of tearful confusion from Rogue, the other man returned, carrying a fragile body in his arms. A new fear flared inside Rogue, and before she could stop herself, she was standing in her feet.

"What, what did you do to Carol?" She whispered, clinging to Warren to steady herself. The other man chuckled sinisterly, and gazed at Rogue with a malevolent grin.

"I didn't do anything to her. You did."

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Sorry if that seemed a little confusing, but it was meant like that. Scott's memory was when his mutant powers emerged in public in Alaska. Since the show didn't have anything on Jean's time before, I based it on Purity Black's awesome fic 'Manipulating Evolution'. And just to point out that this fic might differ with the comic version of Rogue/Carol meeting. If you know it, then you know that this is already totally different. Though some things will be different. The timeline for this story is right after CITM, so only like a day after the last chapter. The next chapter should make more sense and answer any questions about this chapter. It should also deal with the other plots. Please review and enjoy!!

Shout outs from CITM:

GambitGirl2008: Here it is.

Star-of-Chaos: Hope you like this fic.

enchantedlight: Thanks.

Purity Black: This sequel should have answers, and I hope you enjoy it. I hope you don't mind me basing a memory from Jean's past from your story, with Jean and Mystique meeting at the bus stop. Since I needed something from her past and the show didn't have anything, I thought that the event would be good enough. I hope you like the sequel.

Rock'in Socks: Hope you enjoy the sequel.

Please review and keep reading! :)