Disclaimer: Marvel owns all X-Men related things, though I own this fic and the general concept for it

Disclaimer: Marvel owns all X-Men related things, though I own this fic and the general concept for it.

Rating: Rated M for language and mature subject matter.

For ROMY AMV fans: If anyone is interested, go to YouTube and search for Rogue Gambit videos. Anything by "karebare89" was made by myself. I have made 6 videos for ROMY. Three are from Evolution, two are slideshows of images, and one is from X-Men: The Animated Series. Hope you guys check 'em out.

Thanks again for the great response in reviews, guys!

Enjoy the chapter!!

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"Riptide, bring in the others," Sinister commanded, motioning towards the other Marauders. Riptide did as he was told and left through one of the many hidden paneled doors that were connected to the clearing.

Wolverine's snarl could be heard amongst the silence that seemed to drift between the two parties; it warned of hatred and immanent death.

"Where are Cyclops and Jean?" he warned, dead straight and to the point. He realized that their lack of presence was something of importance.

Most of the others seemed to care more for personal reasons. With guns and spears pointed to your head, your powers unable to help you; self-preservation seemed to be the main topic for the remaining X-Men. Wolverine and Gambit were the only two who seemed to remain calm, intent on the preservation of others besides themselves.

Sinister's laugh only filled the room, "They, unlike the rest of you, will be saved. They will be the first of the new race of mutants; mutants that will follow my cause to become great and powerful."

"You want dem for yo' slaves, Sinister. Dis ain't no path fo' de righteous and deservin'. Yo' gonna destroy everyt'in' so dat you can reign ov'a dis bunch o' sons o' bitches you call yo' Marauders!" Gambit snapped back, looking right through Sinister's façade and met with a strong and solid push from behind, hard and cold.

Sinister's reaction was less then expected, "Ahh, the lips of the righteous feed many; but stubborn fools die for lack of understanding."

"Everything will be clear to those willing to follow. And the stubborn shall be the first to perish," Malice spoke almost too seductively. She looked from the X-Men and up to Sinister, who smirked back at her. They could hear the slight chuckles from the other Marauders surrounding them. It was like an inside joke, and only they knew what the punch line was; Gambit was sickened by it, the hatred he felt for Sinister boiling more then it ever had before.

Riptide's return was less then subtle. One by one, chains heard rattling and echoing through the stone and metallic tunnels, the mutants known as the Morlocks, captured and bound, were marched into the chamber, making their last walk. Storm could only exclaim when she saw Evan being marched in, one of the first few.

"Noo! Let them go! Please!"

"Shut up!" Harpoon retorted, bringing back his spear and taking a quick, but shallow swipe at Storm's back. She screamed out from pain and Shadowcat screamed from fear, wrapping her arms over her head when she saw Storm fall to her knees. The uniform wasn't strong enough to prevent the cut. She began to bleed from the long mark going from shoulder to the waist.

"Storm!"

"Stop this!" Sinister commanded. His arm was raised as to say 'halt'. The other wrapped firmly around Malice's exposed waist. Her expression was stale, "Hold your anger, at least for a few moments longer. It won't be long before Marvel comes bursting in to save the day. Then… you can satisfy your blood lust."

Sniffs and sobs were heard coming by the Morlocks. Callisto remained silent and solemn, as if she were praying; for her life and the lives of the people she could not protect.

"You goddamn bastard…" Gambit hissed under his breath. A prod from the gun reminded a rage-blinded Remy that it would be completely stupid to punch Sinister in the face.

He wanted to, anyway.

He wasn't sure if he was seeing things or not, but Malice's eyes seemed to flash for a second, her face somewhat contorting, raw emotion being shown as if for the first time in so long. But almost just as quickly, her stance when stern again and her composure was cold. He had never seen Malice falter before. Rogue was fighting it. He knew she was.

Wolverine noticed it too and nodded his head ever so slightly to try and grab the Cajun's attention. Gambit's vision turned to Wolverine, his eyes shifting to Sinister and back.

Distract him.

Gambit thought. How could he do it?

It was then they all saw it. Jaws seemed to drop in the room. Malice… whispering something to Sinister… hearing him chuckle before running her hand along his cheek, turning his attentions on her. His second in command; his loyal subservient. It was almost too disgusting for Gambit to look at.

Wolverine's claws unsheathed, echoing around. The only attention that was returned was the sickeningly evil look Malice gave to their direction, "Jealous, much."

"But… how?" Kitty's words fell on deaf ears. Sinister, gently giving a squeeze to Malice, whispered something to her. Her smile only grew, her eyes, the dazzling emeralds they still were, flashing to Gambit.

Sinister stepped back from Malice as she progressed down the few stairs and sauntered, almost too slowly. It took her ages. Luckily, she spoke.

"Skill can be such an acquired trait in a mutant; especially when you've lived through so many different personalities and mental states. But one thing they all have had is some degree of control, at least mentally; something I'm sure your precious Xavier has taught you well."

Sinister moved to the control panels as Malice spoke. Wolverine and Colossus were the only one's who seemed to notice.

"Your Rogue, however, has to be one of the least skilled mutants I have ever possessed."

On one screen appeared the images of Cyclops and Jean. As far they could tell, they were still unconscious, strapped to metal tables, similar to Area 51. Something wasn't right.

"A mutant who cannot control their own abilities doesn't deserve to have them. She has the potential to possess any power in the known universe, to be one of the greatest and most feared of our time… and yet, she covers herself, yielding to it."

Machines began to move within the screen that Jean and Cyclops could be seen in.

"Rogue knows dat dere be more to her life den bein' a weapon or gainin' all de power," Gambit snarled.

Malice's movements, somehow, slowed even more as she approached Gambit. He felt Scalphunter move away from him, but he knew better. It almost scared him.

"There is nothing but this for her. A gift such as hers… Rogue was meant to be among the strong and the powerful. But she has given in to the psyches that she absorbs, fearing that they will control her; that she will be taken over by them. She lacks the control, to put them in their place. To make them obey her command through her."

They keys clacked as another wall opened and Sinister revealed Jean and Cyclops, looking as if to be checking their vitals. Heart monitors, IV's, the only thing out of place were the collars negating their abilities and metal cuffs that would hold them down.

"However, they actually have no power over her… It's all… in… her head," Her voice almost sounded rational, yet psychotic. She knelt before Gambit, her eyes shifting from one angry eye to the other. She began to even sound… logical, "Rogue lacks the mental capacity to control her absorption. She has let that fact dwindle her opportunity to be a powerful mutant. She fears what she can do rather then embracing it, isolating herself to protect the people she cares for. That is something even you can understand, isn't it, Gambit?"

They remembered what Gambit told them about his history with Sinister, his own fears. Malice wasn't reading Rogue's mental state, she was outlining his. Rogue was conscious of all this. Why else would Malice verbalize it all over again?

They needed Rogue to hate the X-Men, and more importantly, hate Gambit, so that Malice could possess her completely, destroying her foundations, so that her mental state would simple be empty. If Rogue was conscious of all this, Gambit was going to make sure Malice didn't corrupt her… at least not completely.

"Understanding Rogue is one of de only t'ings I been able to do for her. She knows I ain't neva' gonna give up on her, even wit' a witch like you possessin' her."

A quick chuckle was Malice's response, "After we're done with you X-Men, she will have nothing left to attach herself to, physically or emotionally, leaving her open for claim; a perfect home for me at last."

Gambit's hands began to move; she was so focused on herself, that he was able to move silently without anyone noticing. They just needed something big to pull their attention.

He swore that by the end of this, Mailce would never possess another person, Sinister would be face down in his own blood, and Rogue would be safe and back in his arms, where she belonged.

However, Malice did something none of them were anticipating. She turned her head back to Sinister, as if asking for his approval, "If we are going to send them off, may as well make it even more terribly agonizing for the girl to live with herself. Something to remember them by."

A chuckle was heard from the Marauders as Scalphunter immobilized Gambit's head, his gun in his other hand, still to Wolverine. He gripped the back of his neck painfully and forcibly held Gambit up to Malice. He struggled to move away, but Scalphunter proved his raw power over him. Malice re-approached and raised her hands to his face. She was millimeters away before Gambit realized what she was doing. He tensed all over, all of his vision centered on the eyes of the woman he loved as her hands moved closer as all his memories of her seemed to flash before him.

Silently, a rumble emitted from the tunnels and shook everyone.

"What the hell was that?" Lady Mastermind spoke among the deafening silence.

At that second, an alarmingly loud smashing sound boomed through the sewers, the south concrete wall bursting open, and Ms. Marvel flying through it. For a split second only, Scalphunter's head snapped up and his attention wavered, reflexively pulling the trigger.

Gambit only needed that second; desperately he grabbed his Bo staff and extended it, knocking Malice off her feet and at least a few feet away from him.

Ms. Marvel and her men filed through the sewer wall, quickly making this a rescue operation as not only gunfire, but energy blasts, explosions, and lighting storms soon erupted into a battle.

The X-Men took full advantage of the distraction and leapt at their captors.

Wolverine's first and foremost move, slicing right through Scalphunter's gun, "I have just about enough of you and your Gad damn guns, bub!" A solid punch to the nose, a sharp breaking sound echoing, and Scalphunter was down for the count.

"Colossus, get Jean and Scott out of here!" Wolverine commanded.

The Morlocks, one by one, were being removed of their shackles as Shadowcat phased the chains off of them.

"Not so fast, X-Man!" Vertigo unleashed her psionic waves, causing most, if not all the Morlocks and Shadowcat to collapse in pain, clasping their hands over their ears and heads and shutting their eyes.

Evan tried to stay strong and launched a boned spike at Vertigo, hitting her in the thigh. She screamed in pain as blood pooled. The rest recovered from the attack soon after.

Callisto called out to her people, "Everyone, get out of here, now!" A mad dash ensued as escaping, attacking and defending were getting whiplashed around the tunnels. The Marauders, attacking a few and killing them dead shot, took some of the Morlocks down. The X-Men tried their best to evacuate and defend the Morlocks against the Marauders, but numerous people were getting wounded. The battle would end soon, and only a few people would be left standing.

Sinister could only cry out as what he wanted to accomplish was slowing fading before him. It was then, and only then that Ms. Marvel landed before him and attempted to take him out, "You're done, Sinister!"

She landed a punch, in the dead center of his gut, sending him flying across the tunnel floors. She went to attack him again when he called out for help from one of his men.

Malice, rose from her sudden attack, hearing Sinister crying out. She looked back as she saw Ms. Marvel attacking him, but just as she was going to him, Gambit stopped her from going any further, "You ain't goin' nowhere, Malice, until you give up Rogue's body."

Malice's rage consumed her, no longer concerned about the Cajun, "Out of my way, Gambit!" She used one of the reserved powers Rogue stored and blasted Gambit with Cyclops' optic blast. He fell to the ground and looked over as Malice flew over him and towards Ms. Marvel. Even though he knew it wasn't her, Gambit never thought he would see Rogue pushing him away to protect another man, especially when it was one of the most evil men on the planet.

"Get away from him!" Malice exclaimed, Ms. Marvel having Sinister by his collar. She dropped him to defend against Malice's attack.

Ms. Marvel and Malice met in an airborne battle, flying to duck from hits, or in Marvel's case, energy blasts. Every so often, one would land a punch to the cheek or an elbow to the back. It was nowhere near a catfight.

Sinister stood and recovered quickly from his attack, seeing Malice fighting Ms. Marvel. He called out to Harpoon, "Harpoon, stop Marvel!"

Harpoon, after taking down another Morlock, grabbed a spare spear and aimed for Ms. Marvel. He threw it strong and hard, knowing it would hit it's target. But Ms. Marvel moved so fast, and Malice followed so close, that she instead was hit in her side by the spear. She screamed out and fell to the ground hard, clasping at her wound. She struggled to lift herself again, but she was so full of anger, that she soon flew back up to Ms. Marvel and landed a kick right to her side before calling back to Harpoon, "Learn to aim, you bigot!"

Another hit and another kick, Ms. Marvel was determined to fight back, "You'll pay for that!"

Malice, however, had other plans, "This ends now!"

She flew right up to Ms. Marvel, and in one defining moment, grabbed her face with Rogue's bare hands and absorbed the very life out of the women. Malice held on for what seemed like ages, refusing to let go.

"Ahh! W-What are you doing?!" Ms. Marvel cried out, struggling to get Malice off of her, feeling her energy slowly fading from her. She flew around the tunnels, her's and Malice's screams catching most of the attention from the battleground.

Wolverine, Storm and Nightcrawler stopped fighting with Arclight and Riptide, all five staring up at the pair of women, Wolverine soon realizing what Malice was trying to do. "She's trying to kill Marvel," he said bluntly.

"Ugh! G-Get off of me!" Ms. Marvel continued to lash out at Malice. However, her grip would not loosen.

Gambit shook himself from his daze and saw what was happening, feeling detached and utterly helpless to do anything to stop the massacre of life before him.

By this point, the only movement that seemed to occur was of the troops that were still evacuating the Morlocks, all of whom seemed thankful for the distraction that would spare them their lives.

Malice then realized that this was a very bad idea. The psyche that was of Carol Danvers overflowed her senses as memories, thoughts, energy, and very power, flowed into the mutant. It was stringer then any other presence that Rogue had ever absorbed and was having a much different effect on her then before. Malice could feel her very presence in Rogue fading as Ms. Marvel's was becoming stronger. She was being forced out of Rogue's body.

It was impossible. Nothing like this had ever been done before. She had never been forced from a body before. But she could feel her grip loosening. She was losing this battle.

"No!!" Malice screamed out once more as her entire being was expelled from Rogue, let into the astral plane without a host and unable to remain in the physical world.

Both their bodies went limp as they fell from the air and hit the concrete floor hard.

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The quote is from the Bible, Proverbs 10:21

Yay! Another chapter down!

And finally! Rogue has absorbed Ms. Marvel's powers… now, how will this play out? You'll just have to read. insert evil laugh

Okay, I remember a little while ago that someone had asked me in a review how long I expected this story to be. (forget who it was that asked). I didn't reply then because I was still unsure of my chapter lengths and how I was going to properly end the story.

Recently, I have planned it out and I have determined that the story should go up to about 22-25 chapters, depending on length.

But yeah: Read, review, comment, suggest. Just don't flame… please?! Lol

Until Next Time…