"Are you sure it's such a good idea?" Warren asked Rogue as they walked out of the room.

"It's the best idea we have. If we're going to stop Apocalypse and your father, we need to utilize every source, every weapon and every opportunity we have." She murmured, following him as they separated from the rest of the group. "Rogue, you're not some weapon. You're human." Warren said, grabbing her hand as he tugged in into a corner.

He wrapped his arms around her, bringing her mouth to his as he took. It was a full minute before she could speak, and even then, she didn't think she could.

"God, I've been wanting to do that for hours." He whispered, leaning his forehead against hers. They stood like that for what seemed like eternity, each wrapped up in each other and closing off the world.

"I love you."

"I love you more." She whispered, smiling when she heard him chuckle.

"We really can't find another way, can we?" he asked, bringing her back to their earlier conversation. She opened her eyes to see him watching her with his blue gaze. "I want to stop Apocalypse, Warren. If this is the only way, than let's milk it for all it's worth."

"If I lose you, Rogue, I don't know what I would do." He told her softly, and she smiled in response. "You won't lose me. I promise. If anything, I think you might actually get annoyed with me after a while."

She snickered when he rolled his eyes, laughing when he pulled her into another kiss. "I doubt it." He told her, flicking the pendant around her neck. "I gotta be around to be useful, right?" he asked.

She smiled, not answering him as she pushed off the wall. She began to walk away, considering joining the others for lunch.

"Warren Worthington the Third, you gotta be around or I will go insane." She retorted, smiling as she turned to face him. Her smile faded when she saw his face.

"Warren?" She asked, wondering what he could've seen outside the window that would set his face in such a horrified look.

"Where's Logan and the rest of the team?" Warren asked, never taking his eyes off of whatever scene was in front of him. She glanced around, only now noticing the empty hallways and corridors. "I am not entirely sure." She muttered, still looking.

"Rogue…go find them." Warren told her slowly.

She started to walk towards him, curiosity getting the best of her. "Warren, honey, what are you looking at?" she asked, coming up right next to him. She turned towards the window, trying to find what had captured his attention.

When she saw the sun glint off the metal, she felt her blood run cold. The red eyes of Apocalypse shifted over from Warren to her and the machine raised its hand once more, pointing at her as it smiled.

Warren let out a curse, tackling her to the ground as the window in front of them shattered from the red beam.

"Run!" he shouted, grabbing her arm and tugging her up as they both broke out in a run.

She brought her hands up to cover her head as breaking windows followed them down the hall, glass spraying in every direction. They turned a corner, Rogue letting out a curse when she saw a dead end. "New plan!" she yelled, already summoning the shield around the two as she manifested Scott's power.

When she saw the metal robot turn the corner, she let out a blast, catching Apocalypse by surprise. She watched the red eyes as they seemed to widen in surprise before the optic blasts threw him 50 feet away from the pair. She grabbed Warren hands, already running back from where they came.

She saw Logan's tall frame first and let out a shout as she neared him. She felt her heart drop when he turned, and the look in his eyes were so haunted that they seemed like black pools of pain. She looked over his shoulder and saw the redhead smiling devilishly as she held the unconscious body of Ororo in her hand.

Jean saw Rogue and immediately threw Ororo's body aside, the tall dark frame hitting the wall with a nauseating sound. Logan's healing ability shot out and wrapped around the weather-witch and Jean watched it with her brown eyes curiously, tilting her head to the side as confusion seemed to swamp her.

Rogue took her chance.

She felt the telekinesis burst out, slapping Jean back against the wall as Ororo began to gain consciousness. Rogue ran up to Logan, trying to snap him out of his daze. "Logan. Logan! That's not her! That's not Jean!" she shouted, shaking the tall man. Logan blinked, looking away from the crumpled body into the eyes of the young woman. He nodded once, turning to run over to Ororo's body. He picked her up gently, giving Jean one more glance before he came running back over to the two.

"Where is everyone?" Warren asked, glancing over his shoulder to make sure Apocalypse hadn't regained consciousness from the last attack.

Hoping Apocalypse had at least lost consciousness.

"We heard the commotion and Ororo and I came up here to check it out. Told Kitty and Bobby to watch the younger mutants down in the dining hall."

"We need to get to the dining hall. We're stronger in numbers." Rogue told him, already turning towards the emergency stairs. She let out a curse when she heard the unmistakable sound of Scott's power breaking the latch.

"We got company!" she yelled just seconds before the door burst open.

Scott stood on the other side, holding a bloody Bobby in his hands. He threw the boy's body to the ground, already looking at Rogue with the metal visors. "You're coming with me." Scott said, reaching for her.

"Over my dead body." She muttered, feeling the sting beneath her eyes moments before it shot out, hitting Scott dead in the center of his chest. He flew back through 4 walls, landing in a heap 4 rooms away.

"We gotta get to the other kids! Warren, grab Bobby's body!" Logan shouted, readjusting Ororo before he bolted down the stairs. Rogue and Warren glanced at each other. She nodded once and waited for him to leave down the stairs before she followed.

They were halfway down when they heard the scream up above them.

Jean was awake.

She cursed, grabbing the railing as the building around them shook. "Keep moving!" she yelled to Warren, turning back around as she headed up. Warren's shout was lost in the madness as the building shook again.

Rogue came back on the floor just in time to see a very pissed off Jean wake up fully, body snapping in odd places as she straightened out her body.

The building moved as Jean let out another shriek and in her fury, Rogue told the redhead to shut up. The brown eyes turned towards Rogue and Jean gave her an eerie smile. The smile faded when Rogue flicked her hand, sending the telepath flying out of the building window.

"Bet you weren't expecting that, bitch." Rogue murmured, dropping her hand as she used Kitty's powers to phase her through the floor. She landed with an 'oof' glancing around her at the living room. Mutants were injured, some more than others. Logan was trying to revive Ororo and Kitty were trying to wake up Bobby.

Where was Warren?

She felt the healing bubble begin to form, expanding as it hit all the mutants in the room. All eyes turned to look at her when they felt it, relief etched in so many faces.

She watched in amazement as some faces of relief turned to horror.

She opened her mouth to speak and felt as a hand clamped around her neck. She let out a shout and heard Warren and Logan let out a curse. She clawed at the hand until her nails were bleeding, vision becoming blurry as she lost air. The hand turned her towards its owner and she kicked her foot weakly to try and make contact with Apocalypse.

"So powerful." It whispered.

Rogue raised both her hands and flicked it off.

The machine smiled.

"The old man was right. You are the perfect weapon."

She tried to fight, but the lack of air was making her dizzy. She saw Charles step into the room, raising his hand to his head. A terrible screech seemed to vibrate past her and she heard horrified screams from the mutants around her.

"S-s-s-stop-p-p-p." She fought the word past her lips, trying to loosen the grip on her neck. Apocalypse ignored her, turning towards Charles to tell him something.

She couldn't do anything. She couldn't focus, black dots clouding her vision as she began to pass out.

She heard a shout and suddenly she was released. She fell to the floor with a gasp, hitting it hard enough to send her entire body into a spasm of pain. She heard another shout and watched as Warren was flung across the room.

The telekinesis burst out, wrapping around him as she slowed him down. The shield flew out from her tired body, growing around the mutants as it blocked out whatever the Professor had been doing to them.

Apocalypse turned curiously towards her, reaching for her again.

His hand stopped suddenly and he seemed to pat the air around him.

"Impressive." He muttered, still patting the air. It took her a moment to realize that he was patting the barrier she had created, not the air.

"If I remember correctly, last time, I could break this shield." Apocalypse said to himself thoughtfully. "You grow stronger with each passing day."

"You better remember that." Rogue threatened as she struggled to her feet.

She stood tall in front of Apocalypse, their bodies only separated by the thin but strong shield.

"I am curious as to why you protect them?" Apocalypse asked, pointing behind her. She didn't look, only answering him with a flick of her head.

The metal being flew back, hitting the wall with enough force to create a dent.

At least she'd gotten strong enough to move him with her telekinesis.

She heard a chuckle come from the machine as he crawled out of the hole. He didn't stumble, but came out slowly as if he was thrown against walls every day. He clapped his hands slowly. "Bravo, Rogue. Bravo. You'll make an excellent addition to the team."

"I told you before, Poco, fuck off."

"You put up a strong front, Rogue, but tell me. How long do you think you can keep this up?"

When rogue gave him a puzzled look, Apocalypse chuckled. He waved his hands around, tracing the outline of the shield that was reachable. "You are going to get tired eventually, and when that happens, I will be here."

"yeah?" she asked.

Apocalypse nodded, smiling.

"Not when they're done with you." She said smartly, jerking her thumb over her shoulder. She saw his eyes shift to the mutants behind her, smiling when his mouth gaped open slightly.

"See, I was just the distraction. You really should pay attention to your surroundings." She told him, smirking.

"Now, Rogue!" Logan shouted. She let the shield drop and had the pleasure of watching Apocalypse curse before the clash of powers hit him hard. He flew back and she used her telekinesis to aim him out the one of the many shattered windows.

She saw something silver come flying at her and had enough time to squint at the object before her mind registered it was a claw.

The 3 hooks were like knives and even before it hit her, she saw in her mind the way they would dig into her skin, dragging her body out to the Sentinel waiting for them.

Because, that had been the plan all along.

Use Jean, Scott, Charles and Apocalypse as a distraction to provide them with a false sense of security, and then allow the Sentinel to come in and grab her just when they were least expecting it.

Apocalypse had gone down way too easy, and now she knew why.

She didn't have time to access her powers, only enough time to let out a breath. Something from the corner of the room caught her eye and she turned out of habit.

A white blur.

It wrapped around her, grabbing her in a protective hug as it blocked the attacked.

She let out a scream when the claw punctured Warren's back.

She felt his blood as it seeped down the front of her shirt, soaking her.

She saw him mouth three little words.

And she watched as the light in the blue eyes she loved so much faded, pupils dilating as Warren Worthington the Third died.


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