A/N: I'm really sorry for how long it took me to deliver this chapter. I hope to get my chapters in a little faster.

Anyways, I won't keep you any longer. Enjoy!!!

Kill or Be Killed

It was six weeks since she'd been officially dead, and all they'd done on her so far was tests, tests and more tests.

She had more needles marks than a leopard had spots, and she was ready to scream.

'At least it's better than turning the motel up here into a hotel. Ah can only hold so much people in mah head y'know.'

'Would you quit complaining, m'dear,' Erik addressed. 'Your life is not as bad as you think it to be. You have a wonderful gift, and you refuse to even embrace it. Young people today have no kind of steadfastness anymore.'

'Now who's complainin', ol' man. Ya think because ya went through the concentration camps that ya life was sooo hard. Plz. It's nothing compared to what Logan, or even Marilyn went through. An' talking about steadfastness; you were the one tah put me in a machine that runs on your power, all so that you wouldn't lose your life! Hypocritical!"

'It's for the cause. One day you are going to realize that in life you will always have to sacrifice something. The question is, 'Are you making the right choice?''

'Shove it. Each an' every life is precious. Who died an' made yah God?'

'In a war, a few have to be sacrificed for the many. One day you'll learn, my dear; one day you'll understand.'

'Ah resent that. Ah would never take the life of one to save many.'

'Are you sure of that? Do you think you can stand by that?'

'I am. I will!'

'We'll see my dear, we'll see.'

She brought her to a room that she had never seen before during her short time in captivity.

"This is the monitory room," Lilly boasted to her.

All eight walls of the octagonal room were actually computer screens, with split screens, all monitoring different cells of the base.

"Eight thousand, three hundred and thirty three mutants and counting. All of them bagged, tagged and monitored," Lilly said gleefully, as if she were describing how many gifts she got for Christmas, "And guess what, my darling Rogue? … They don't mean a thing to me. Their only purpose is that I can harness their mutations, amplify them where necessary, and then dispose of them when they are of no longer any use to me. However, you my dear have changed all of that."

This brought Rogue out of her study of all the mutants that this woman had, caged like animals.

"What?! What the hell do ya mean, Ah changed all of that?"

"You see, I got to thinking one day that there are over three billion mutants on the earth at present, and at least a hundred are born each day. But many of them have redundant powers. So basically we have about ten thousand different mutations, with a few variations of the same power here and there. I wanted one of each, to examine and experiment on them, see what really causes their mutations to react in certain ways and so on. But my problem was that over a hundred different mutants are born every day: mutants reproducing with other mutants, resulting in combinations of two totally different powers every time, and then mutants reproducing with humans with the latent X gene. This of course means that we now have new mutations surfacing every day. So how could I keep track? How would I continue to harness the power of the mutants, if they kept mutating?

I had the best programme ever designed, the most intelligent mind on the planet, bar none, and then you, my darling, came along. All I needed was you now. You were truly a blessing because now it meant that I had a mutant who could absorb and use the powers of others as her own. The only problem was that you could only do so temporarily, or so you thought. But then I got to thinking, if you held on long enough so that you actually drained the life force of the mutant completely, then wouldn't you remain with their power since there would be no where else for the life force to flow back to? And there was always the possibility that the power does stay with you, and you just didn't realize it. You were perfect.

You could absorb hundreds, and had the potential for even thousands, into yourself. And you would be able to harness all their powers too. The only problem with that was that you would eventually become too powerful. How could I control such raw power, I asked myself. And then I understood. You needed something for the power to feed on. And that meant having an adaptable controller. So Rogue, look at my controller. There they are, eight thousand of them, staring right at you on these walls. What do you think? What's the life of one compared too many? How many of them will you save? These," she said, bringing up the first set of mutants, "are the ones marked for absorption, by you or another, we will see today," she said cryptically, "and these," she added, bringing up another set for her to see, "are the ones who will pay for your mistakes. Every time you fail me in any way, one of them dies; similarly, any time you please me, one will go free, set for life with one million dollars. If you think that you can get out of the situation though, by ending your life, all eight thousand plus lives will become worthless to me and I will terminate them in ways none too kind. So choose your actions carefully from now on Rogue. Lives depend on you. Think on that, for a while in your cell. You have a session in two hours. Prepare yourself well."

"Another goddamned new room," Rogue muttered to herself. "Ah think ah'm actually starting to miss the damned med labs. There at least I know what ah'm in for. This, this is just pissing me off."

"Did you say something?" Lilly asked over the speakers.

"None of ya damned business bitch!"

"I'll let that one slide for now, because I know that you had a shock. But next time I'll be going through my list to see who's scheduled for execution. Got me, bitch!"

Clamping her jaw shut in anger, Rogue bit her tongue from retaliating, not wanting another poor soul to lose his or her life, even though in this place, it might actually be blessing.

"Your assignment today is actually kind of simple. The rules are easy, 'kill or be killed'. Your opponent is a Ms. Carol Danvers, also known as Ms. Marvel. She has super strength, invulnerability, flight, precognition and a slight measure of absorption. Rooting for you will be a Mr. Remy LeBeau, with an interesting ability to charge any object causing it to explode. Rooting for Ms Danvers is Jeuel-Marie Saunders, a class 3 pyromaniac. You win, Mr. LeBeau lives, and Ms. Saunders dies. You lose, he dies, and she lives. All very simple. Now let the battles begin!" Lilly said chuckling, "I always wanted to say that."

A door opened from a seemingly seamless wall and a tall brunette walked in. All Rogue could think of when she saw the woman was power! It radiated off of her in waves.

Shit! She was so dead.

"Look, Ms. Danvers, we don't have to do this. Please listen to me," Rogue tried to reason.

But it had no effect on the woman, as she continued stalking towards her. Rogue found herself backing away, trying to avoid the confrontation she knew was coming. Her eyes were completely blanked over, no sign of conscious life in them at all.

"We don't have to fight just for her pleasure!"

The woman continued walking towards her, in a seemingly zombie-like trance. But at the sound of Rogue's pleas she seemed to stop for a moment, her eyes blinked and finally she spoke.

"No, but we do have to fight for their lives…" she replied.

At that moment Rogue could have sworn she saw a flicker of life flash within the depths of her opponent's eyes,

"…and what's the life of one for many, right?" but it was gone as quickly as she had seen it.

There wasn't another word said.

Danvers attacked with a speed and force that Rogue had only seen in Wolverine, in full berserker rage.

A roundhouse kick to the face sent her flying, followed quickly with a brutal kick to the stomach. She felt something break.

Groaning, she had a split second to move again as she saw, barely, Carol's foot coming smashing down on her head.

Rolling away, she picked herself up, keeping her back to the wall.

Her inherited factor was trying valiantly to fight off both the effects of the suppressor and heal her ribs at the same time. She felt her bones painfully trying to knit together.

'You're trying too hard, kid,' Logan said. 'Let your instincts loose. It will guide you on what you need to do. Use my memories.'

'My memories may be of assistance as well,' Magneto offered, as they both force-fed her memories of war, fighting and death. She even got the bonus from Magneto of Sabertooth's style of fighting, which he had picked up in observing the feral over time.

This time when Carol attacked, Rogue used their advice to the full.

Using the woman's own momentum, she blocked the next kick and using her own weight against her, threw her face first into the wall.

Bones cracked, and Carol grunted.

"Bitch!!!"

"Bit off more than ya can chew there darlin'?" Rogue said tauntingly.

The older woman spat and smiled; her teeth bloody from her wounds.

"Not really; just means that I get a better workout than I expected."

She had not even finished speaking when she lunged again.

Both women tangled, and went rolling across the floor.

Carol ended up on top, and wasted no time in using her advantage, slamming her fist into Rogue's face. Grabbing her hair, she used it to slam the younger woman's head against the harsh floor.

Rogue screamed in pain as she felt her skull fracture.

Channeling the pain into anger, she pushed her open palm hard into Danvers's face, crushing her nose cartilage. She screamed long and high.

Rogue felt blood splatter on her face, and for once she could understand the sheer joy that ferals like Wolverine and Sabertooth felt in the hunt and kill.

It felt good to wound the enemy; to bathe in their blood.

Energized, she bucked, dislodging the woman of her perch. Following through, she flipped up, and following the stumbling woman, held her head in her head in her hands and head butted her. Carol fell, but slashed her legs at Rogue.

Both women were down.

Knowing their vulnerability they quickly rose again.

Carol swayed on her feet; Rogue swiped her hand at the back of her head, her fingers coming away red.

"It seems that we are at a cross roads, ladies," came Lilly's voice. Both women sneered at the unseen woman.

"Let's make things a little more interesting."

There was a slight disturbance of the wind to the left of her, and Rogue turned her head to see the six inch blade vibrating in the wall.

Not even to see the other woman's reaction she grabbed the knife out of the wall, attacking with a full fledge battle cry.

She swung the blade forcefully at her enemy, but Danvers' blade was there to meet hers. The sheer force of their combined efforts vibrated down their arms, causing both women to jump back.

Letting the Wolverine take complete control of her actions, Rogue attacked in full force.

All the pent up rage, the fear, the uncertainty, the unrelenting hatred was poured into her attack.

No longer was it Danvers' she was fighting, but Lilly. The brunette's face was super-imposed on Danvers.

Rogue's face pulled back in a fearsome snarl.

She continued unrelentingly. Her blade was like a whirl and Danvers had to struggle hard to keep her at bay. And still the blows kept coming.

Where the blade couldn't get through, her fist did, followed by her feet. She was merciless. Her eyes were cold and dark.

She would die.

She had to DIE!!!

"Die Bitch!!!!!!" Rogue screamed.

Danvers was on the floor, Rogue on top of her.

"DIE!!!" she screamed as she grabbed the hilt of the blade with both hands and buried it.

A/N: So what do you think of the chapter? Was it worth the wait? I expect the story to pick up a little more pace after this (that fight scene took a lot of work for me). The action continues.

Thanks, as always, to my beta (huggies, chica) and to all (every single one of u are darlings) my reviewers. I love you so very much.

To those who read the story so far and have any suggestions, queries, or flames, please don't hesitate to send me a message. Till next time, love ya!