Disclaimer: Still not mine—sad as always about this.

Author's Note: Sorry about how long it took to get this chapter out, I hope that it's worth the wait. As always, please R&R.

Again, this fic is getting away from me and writing itself. I'll get the next chapter out ASAP so you can see for yourself.

Chapter 29

"It's a joke," Bobby grumbled as the team left the Danger room, heading towards the locker room to change, "Magneto of all people telling us what to do."

"He's known the Professor longer than anyone."

Bobby stopped and looked at Kitty, "Are you taking his side?"

She rolled her eyes, "He's on our side Bobby, remember? What's wrong with you?"

He looked to the floor, "Nothing Kitty. I'm sorry I snapped at you. This whole thing is getting to me."

"I think it's getting to all of us. I mean what else would have us taking Magneto at face value?"

Peter stopped beside them, "What's going on down there?"

For the first moment the youths took notice of where their teachers and leaders and Gambit stood, all looking towards the med lab.

"Hey Scott," Bobby called, not liking the fear that chilled even his blood, "What's going on?"

"Bobby, Kitty, you and the others better get out of here," Scott told them, his eyes not leaving the cold surface of the med lab door, one hand firmly on his glasses holding them in place.

Beside him Logan growled. He knew better than any of those present what was going on. Glancing at his watch he saw the dials spinning wildly. He remembered what happened the last time his watch forgot how to keep time—it was what caused the med lab's renovation only months before. And he had a feeling that he was going to see very recent history, in a sense, repeat.

Bobby, however, didn't understand what was so serious. "Scott…"

The rest of his statement was forgotten when the med lab door exploded off its frame, towards where the rest of the team were. A blinding ray of crimson light assured Iceman that his elder team members were protected from the thick metal. Opening his eyes again, he was surprised by who was standing in the then open entranceway.

"Rogue?" Bobby asked, taking a step towards the woman he once loved.

"No, not Rogue." Logan said harshly, not fully trusting his voice, knowing all too well the darkness that covered Rogue's once fiery eyes, "Phoenix."

Rogue's head turned at the sound of his voice, a thin smile spreading over the Southerner's lips. "What's wrong Logan? Didn't you miss me?" The voice didn't sound like Rogue's, and it didn't sound like Jean's. It was a mixture of them both, and the effect left chills running up everyone's spines.

Scott took a step towards her, not wanting to believe that Jean—his Jean—could have done such a thing in taking over Rogue's body, but knowing with duty over heart that his instincts in this matter weren't lying. "Jean, let her go!"

She laughed at him, and as she looked at him with a smile that saw into his soul, he was all too aware that she wasn't wearing any gloves.

Logan shook his head, looking with a grim expression to where Emma and Storm were joining them, "She should be trying to kill us by now; what's going on?"

Emma closed her eyes and reached out, "She doesn't have full control, Rogue's fighting her."

"How she doing?"

Emma sighed, looking at Logan. "Well, she isn't winning."

"Then we shall help." Magneto said from in front of the students. Sparing only a glance at his daughter, he raised his hand, feeling more than seeing her do the same. With the strength of their shared powers, their hands clasped together, their intertwined fingers lost in merging powers of their connecting poles.

As one they raised their free hands and a magnetic orb surrounded Rogue, lifting her off the ground, closing tightly around her.

Within the orb Rogue/Jean turned her head towards the magnetic pair. "Do you really think you can hold me?" With an inhuman scream her gaze was then fixed on Emma as she felt the icy mental fingers of the blonde telepath try to force their way into her mind. "Get out of my head!"

Emma shook her head, both hands poised at her temples, silently wishing that she could use both her powers, telepathy and her diamond skin, together. "It isn't your head. Why don't you let Rogue come out and tell you it herself?"

Red fiery light surrounded Rogue/Jean, barely being contained by the sum of the twin magnetic powers. With a laugh she pushed out with her hands and mind in tandem and the force field around her fell, and everyone was sent sprawling out across the cold floor.

Wolverine recovered first, with Gambit close behind, and together, they made their way towards her.

Rogue/Jean glared at Logan, "I thought you said you couldn't kill me again Logan."

He smirked at her, "I'm not out to kill you."

Behind him Gambit swung his staff, charged with kinetic power, hitting Rogue against the head, sending her to her knees. He shook his head, "Psychics always forget about Gambit, makes him sad really."

On the floor, Rogue shook her head and looked up at the man who still held the staff. She was starting to sweat, both hands against her head. His mouth dried at the look in her eyes when they met his. There was a pleading there that told him two things: Rogue was losing, and that she needed him.

"Remy," she whispered, tears starting to build in her eyes, "She's so strong. I can't do this, I can't beat her, please Remy, you have to do it. Please, save me."

He sunk down to her, and placed his hands on her wrists, holding her face to face with him. Swallowing hard he shook his head, hoping more than knowing that he was doing the right thing, "Non Chere, I can't."

Tears started to fall, "You promised me…"

A small guilty smile tug at his lips. "You know I've never been good with promises." He caught her then, when she fell forward, sobs shaking her tired body. Hardening his jaw he pulled her up so that he was again looking into her eyes, "I guess this means you're going to have to fight her."

"I can't, she's too strong."

"It's your head Chere, your rules. Don't let her push you around."

She screamed out in pain as she fell unconscious into his arms.

Everyone looked around to where Emma stood a shaking hand at her temple, her breathing harsh, "I had to strike when she was weakest, when Rogue was in control. Out here, Rogue would lose." She sagged then, in that moment from the strain of fighting both her inhibitor and the Phoenix in Rogue's mind. Beside her Scott's arms surrounded her, holding her tightly to him. She was glad to have him there.

She inhaled, gathering her straying thoughts and focused instead on the worried faces looking towards her for reassurance, "Now at least she has a chance."

--

There was a blinding light and Rogue was thrown into one of the corners of her consciousness. Her hand quickly went to her throat which still burnt red with the Phoenix's psychic powers. For the moment she could breath. Jean was locked in a prison of white energy. But she knew that it would only take moments before Jean was free and was descending upon her again. A hand fell upon hers then, in her moment of reprieve, and surprised, she looked up and saw her own eyes.

"Wha?"

The copy of her smiled from where she cowered in the darkened corner, David by her side. "You can beat her."

Rogue shook her head, as realization of the source of the strangeness within her overcame her. Facing her, in that corner was Marie, the one that clung to hopes of being human again. She was finally Rogue, mutant and hero. But in that moment of impending defeat, she could hardly notice a difference, "No, I can't."

"No. I can't. You aren't Marie. Everything about us that was scared, everything about us that held you back, is in me. In you is the woman we wanted to be, you're Rogue and everything she embodied. And she can win."

"Jean…"

Marie shrugged. "Is alone." She had it all worked out. It was a benefit of watching instead of living. You saw things lost on the rest of the world. "This is your mind, your rules, and you aren't alone." She gestured to behind Rogue; to where all the shadows she had collected were standing, all out of the shadows, all ready to fight. "They don't want to die Rogue, you can count on them."

Still unsure Rogue stood and stepped out of the shadows. Further away from Marie she felt her fears fading, and she hoped that was because of the strength she herself had. Behind her she felt the shadows step with her, and as the shadow of Magneto's hand fell on her shoulder along with Wolverine's, she knew she was ready to try and win.

--

Scott stood with Emma and watched as everyone again got to their feet.

In front of him Gambit lifted Rogue into his arms. "I want her under constant surveillance. Storm, do we still have the manacles Forge designed?"

She nodded, "Yes. It's in the storage room."

"Get them." He then focused on Emma, "Is there any way we can stop her telepathy once she wakes up?"

The blonde shook her head, "It's not her telepathy we have to worry about, it's her telekinesis. I know of no way we can…" A slow smile filled her lips as the answer to all her problems hit her. Her eyes sought out Magneto. "You helped to build Cerebro."

"Yes."

"Can you fashion a second helmet? One that can access telepathic abilities without allowing the wearer access to Cerebro's intel?"

His smile mirrored hers, "You, my dear, are sly indeed. I believe I can do as you ask, as long as I can gain access to Cerebro's plans."

"Emma…" Scott began to protest, only to have her gaze stop him.

"Scott, let him. I cannot stop her powers, but I can surely put them to good use."

"Lorna, stay with him." He watched as the two women left with the aged man. Shaking his head at how quickly control had gotten away from him, he saw the mess in the hall way, "Clean this up!"

--

"I must ask," Hank said as he helped Gambit position Rogue on a bed in the rubble filled med lab, "How did you know that your gamble would work? Did you sense that the Phoenix had not fully taken over yet?"

"Non, it was a lucky guess."

Hank paused a moment as he contemplated just how lucky they all had been, "You truly are worthy of your name."

--

Jean was free. Luckily Rogue, surrounded by shadows, and their gifts and strengths backing her own, was ready for her. Wearing Emma's psychic armor, backed by Magneto's magnetic shield and the key to all psychic warfare, her own will, she faced the woman whom she had at one time looked up to, and even envied.

She inhaled deeply, going over like gospel what Emma had told her. She was only limited by the strength of her will. For the first time in her life she didn't let herself doubt herself, she didn't second guess, she didn't wonder what she was doing. She knew that she was going to fight, and she KNEW she wasn't going to lose. Not in her mind, not while she still stood.

With a smile, listening to the whispers of her shadows, trusting them and their knowledge, she reached out her arms, not looking away from the dark eyes across from her, and within her hands, she held twin birds, built of psychic fire.

Black eyes turned brown, "No."

Feeling more power than she could ever imagine at her fingertips, knowing that in that moment the world was not out of reach, she pivoted her upturned palms towards Jean, and the birds, with an inhuman cry, took flight, straight towards their former master. In a flash of red light Jean was against a wall of her mind, one of the darkest, where she could for the time being, be locked away, in a prison of her own powers, backed once more by Rogue's will, which was gaining strength.

For then Jean was locked away... for then, Rogue had a chance.

For then, that was all that mattered.

--

I'll try to get the next chapter out asap. I hope that you'll be as surprised as I was at where this story is going. The final battle is shaping up to be an awesome one… I just hope I can do it justice.