This fanfiction is kind of between X-Men and X-Men Evolution. It's based on some of the characters' backgrounds so maybe it looks a bit familiar.

DISCLAIMER: I don't own X-Men.

But it is awesome!!

"Be careful. Don't touch her skin."

The voices echoed in her head. They kept repeating, repeating, and repeating. Would they ever stop? She was extremely tired of it… but where could she go?

The shadows swirled - a light had entered the darkness.

A hand touched her hair gently. "Can you hear me?" the soft voice was very soothing and friendly.

She stirred and opened her eyes.

A good-looking brown-haired guy with red shades was kneeling down next to her.

"Yes." she answered weakly.

"Are you hurt?" he asked. She was surprised and delighted to hear concern in the voice. She did not care if she was hurt at all, as long as the caring voice was the light source in the blackness.

"No idea." Darkness was closing in again. She started to close her heavy eyelids shut.

She felt soft hands lifting her up carefully. There was the sound of some sort of machinery. And all fell into the pool of silence and shadows again.

"Rogue, don't get too familiar with them. We are not allies."

"Fine! But why must I go in there?"

"Let's just say they took something from me, and you're just doing me a favor going in there to take something else."

"A favor, huh?" she made a face. "Well, the thing I want – what I was promised – will happen, right?"

"Oh, of course it will, dear. Slightly just before you start." She smiled, her blue skin reflecting the light of the moon. "But before so … Mastermind will erase some memories and rewrite a few."

Rogue frowned at her. "Whatever for?"

"Telepathy." Clear disgust was in her voice. "You can't trust those psychos."

Rogue bit her lip.

It wasn't those she couldn't trust.

She rolled over, and woke up because the pain was piercing.

The room was spotlessly white, and was clearly an advanced place as good technologies were all around the room. Glasses, machines, trays, shelves… There was the sound of beeping from a machine nearby and a tray of medication supplies right next to her bed. There was another empty bed next to hers. She could not remember what happened, or why she was there at all.

She examined her hands, and flipped them over.

Something felt incomplete.

"Ah, you woke up." A husky voice came behind her.

She sat up quickly so she could turn and see who was speaking. It was a man, (she had no idea how old he was, but clearly at least twice her age) with strong, firm shoulders and muscles. He had a serious, wearied face. He was brushing off bandages on his arms and hands and all the wounds (if she could tell there was any) were already healed.

"What is this place?" she wondered out loud.

"The Xavier Institute – a school for gifted people. It's also a home for those who weren't welcomed in places where they came from."

"What – why am I here?"

"Well, we found you alone unconscious at five in the morning in the middle of a deserted street so we bought you here. Seems like you'll going to be here for a while. By the way, you weren't injured but why are you in pain?"

She had not noticed she was biting her lip and half holding her breath. She grimaced. "Dunno, can't remember a single thing and my head hurts."

"Hell, the same thing happened to me." he said gravely, waking away from her bed.

"Don't worry. Someone here will take care of you." He said as he saw her holding up a hand at the corner of his eye. He pressed something that was not visible to where she was and a small portion of the wall slide up. He paused for a second, gave a silent sigh, and walked out.

And the high tech-ed door sided down again.

You're welcomed here.

His voice echoed in her ears.

You can stay as long as you like. And the warm and guiding voice stopped.

It was a long time ago since she heard someone being so kind to her.

If you wish, we can offer you a place to study in my institute. You'll live here just like the others. It had said. You can stay in one of the free rooms for now.

She had no idea where the unfamiliar voice came from. No one was seen anywhere. She was alone, wandering around.

The 'door' had sided up easily when she pressed a button on the wall like the man did before, and she walked out, her heart beating fast.

Corridors, and more corridors. Rooms, and more rooms. The stairs seemed to go on forever. She looked out of the huge transparent windows in the middle of the corridor; there were gardens and courts, tracks, and a large area of grass outside, all widely spread out. The whole area was enormous! She was extremely curious. What exactly was this place?

"Hey."

It was so quiet and peaceful that she jumped slightly. She turned to the speaker. It was a boy, around 15 or so, smiling. He had black hair and brown eyes.

"Hi. Do you live here?" she asked.

"Yeah. The professor was very kind; he took me in when I had nowhere to go..." He spoke with an unfamiliar accent, but his tone was friendly. "I haven't seen you before. Are you staying here?"

"Yea, I guess. What is this place for?"

"The X Institute? Wait, you have an X, right? You must have since you're here. Because if you don't, then…" He shrugged and suddenly lifted his hand up to peep at his watch.

"What X?'

"Well, if you don't have one… I can't explain to you. But I'll put it this way; are you gifted?"

"Huh. I wouldn't call myself gifted… I would go for cursed."

He frowned, "What do you mean – AW! No battery again! Darn it!" something had beeped and he was hitting his watch angrily. He looked up at her fearfully. "Um. Gotta go. See you around." He said very quickly. He ran and turned at a corner and was out of her sight in the next second.

"Wait!" she called and hurried after him and stopped in mid-run. The corridor was empty. "Where did he go?" she muttered.

She thought she saw something blue flashing for a moment before he turned.

"Excuse me. I kinda got lost. Can you tell me how to go back to the institute, please?"

She had a long walk outdoors, looking around. However, she did not realize she had gone too far and forgot the way back. It was half an hour since she decided to turn back, but she was still wandering in circles.

"Sure. Just turn left when you reached the end of that court, follow the tracks and you'll be there in 5 minutes."

"Oh, thank you." She smiled gratefully at him.

"You're new, right? You shouldn't be wandering alone if you're a normal person. You could run into that lot and just freak out."

"What do you mean?"

"The others – the trouble makers. They are always using their X and create a scene." He grinned. "My name's Bobby, by the way. Or you can call me Iceman." The ground turned into a rink as he said proudly.

She did not notice a thing. She took a step forward and tipped instead. Bobby grabbed for her arm to stop her fall. However, they had no idea what was going to happen.

The moment he touched her bare arm, they were shocked by cold electricity. A pain in her head nearly knocked her out. But it only lasted for a few seconds. When she recovered, she was shocked to see Bobby on the ground. She started to knell down, but almost at once a voice shouted, "Don't touch him!"

She looked around her for help with wide-opened eyes. A blond boy with highlighted short fringe was standing right behind her, his eyes darting between her and the unconscious Bobby. The way he was staring at her clearly explained he saw everything.

"What the hell did you do to him?" he demanded angrily. She opened her mouth, but no sound came out.

He walked past her, and lifted him up. He turned and glared at her. "Stay away." He hissed. Blue electric bolts appeared in the air. They weakened as he ran towards the building, carrying him.

She dropped onto the grass, her eyes watering. "What did I do?" she whispered.

A rose at her feet turned into ice.

Please read and review. TY!! :)