Disclamer: Ultimate X-Men does not belong to me. None of it's mine. None (Damn...) It all belongs to Marvel and all those guys. Not me. (Damn Damn...)

Author's Note: I wrote this before Ultimate X-Men # 10 came out (I think..) so it doesn't fit into the story after that point. This was written before Wolverine went to Weapon X and before they escaped so I didn't know about all that when I wrote this. I also didn't know Rogue wasn't going to join the X-Men. Anyway...here you go...

WARNING: Just a little warning. This is a dark fic with a lot of violence and blood. Rated R. You've been warned.

Escape

They were running. The halls were quiet and empty and they were running for it. She couldn't believe they were doing this. Ah'm gonna get the beatin' o' a life time fo' this, she thought solemnly figuring that she would be found and caught eventually. That was, of course, if her fellow escapees didn't turn her in first.

She was shocked that they had gotten as far as they had and the fact that Wraith and his soldier-boys didn't seem to know what they were doing just made her nervous. Juggernaut couldn't even take a piss with out Wraith knowing about it yet there they were almost half way out of the complex and Wraith didn't seem to have a clue. And what was worse was that it had been easy. It had been easy for Cyclops to put his escape plan into action, brake out of his cell and release everyone else. After that it had been disgustingly easy. The halls, which were usually packed with armed guards and S.H.E.I.L.D agents, were empty. There didn't seem to be a guard on the entire complex. Something wasn't right; she could feel it. Not even the most well planed clean-cut missions went this smoothly. Something was definitely not right.

Suddenly a noise caught her attention. She slid to a stop on the smooth linoleum floor.

"What is it?" Cyclops asked sounding almost concerned.

"Shuddup!" She barked at him listening for the sound again, unconsciously she crouched slightly rolling onto the balls of her feet ready for an attack. When she heard the noise again it was accompanied by a light vibration under her feet. She knew something wasn't right. Behind her she noticed Nightcrawler duck into a low crouch one of his three fingered hands flat on the ground, his eyes down and focused. He had heard it too. He knew what was coming.

"Keep goin'!" She ordered. They all looked at her strangely. "What are ya'll? Deaf and stupid?! GO!!" Marvel Girl must have been telling Nightcrawler what she was saying because not a moment after she had finished speaking he rushed to her and began tugging on her arm. He started talking quickly in German and, although she wasn't sure what exactly he was saying, she was pretty sure he was trying to convince her not to stay behind.

She could hear the noise growing progressively louder, even though it still wasn't loud enough for the others to notice, and she knew she was running out of time. She looked up at Nightcrawler balling her hand into a tight fist.

"Ah'm sorry, Fuzzy Elf." She said sincerely then punched him in the face with all the strength she could manage. He slumped to the ground unconscious.

"Take Nightcrawler an' get the hell outta here! Now!!" She yelled to the others. Colossus came forward and lifted Nightcrawler up onto his shoulder in a firemen's hold. He turned to leave, as did a few of the others, but hesitated.

"What'er yo' waitin' for?!" She demanded. She caught Cyclops's eyes, or at least she thought she did. "Trust me." Cyclops nodded.

"You heard her! Let's get out of this god forsaken hell hole!" He ordered and turned away from her. He motioned for the others to follow then ran down the corridor continuing with his original plan. Storm hesitated a moment before turning her back and following Cyclops.

Rogue turned, facing the direction she had just come from. She could hear the noise clearly now; heavy boots connecting with the buffed linoleum floor. The light vibrations under her feet grew steadily more noticeable. Some one was coming. Rogue could tell from the sound of the boots and the weight of the vibrations who it was. Sabertooth. And from the sound of it he was close.

Rogue let herself slip into a stance that had been made familiar to her by months of intense training as a dark shadow appeared on the wall. Balling her small hands into fist so tight her palms almost bleed she tried to force herself not to think about how incredibly stupid she was being; or how much it was going to hurt. Neither of which with any success.

Sabertooth stepped into the clearing directly in front of Rogue. A wide smile appeared on his face when he saw her.

"What's this? You gonna fight me, Pup?" Rogue didn't reply only raised her fists; her face was a mask of grim determination. Sabertooth laughed loudly. The sound almost made her cringe.

"That's cute." He growled. Rogue leapt into the air sending a jump kick to the side of Sabertooth's head. The force of the blow snapped his head back but wasn't enough to do any real damage. The second Rogue's feet hit the ground she punched Sabertooth repeatedly in the gut. He doubled over slightly and grunted, more in amusement then anything else. Rogue threw a vicious upper cut to Sabertooth's chin. His head snapped back and Rogue grunted against the sharp pain in her hand. Disregarding her sore hand Rogue kicked up landing a solid kick to Sabertooth's ribs that caused him to double over completely.

With out hesitation Rogue swung her fist up as hard as she possibly could connecting with the side of his face with a loud crack. Sabertooth straitened out, a wide grin plastered on his face, thoroughly enjoying himself. Standing erect he laughed deep in his throat as Rogue clenched her shattered hand to her chest glaring daggers at him. Sabertooth swung his hand up in an almost vertical arc, sending Rogue flying into the far wall his razor sharp adamantium claws ripping open her flesh. After slamming painfully into the wall Rogue hit the ground with a grunt and a sick thud. Groaning audibly Rogue forced herself to her feet, blood flowed from the four shallow cuts that ran from her left side, just above her thigh, up her torso and ending on her neck just below her chin. Her whole chest burned in a blinding pain. She staggered slightly but remained standing. Sabertooth just laughed. He raised his arm then brought it down, his claws slashing across Rogue's chest.

Rogue bit her lip to keep from crying out as the force of Sabertooth's blow slammed her to the ground. More blood flowed from her torso and Rogue began to get dizzy from the intense pain and blood loss that threatened to overwhelm her. Holding her abdomen in a vain attempt to stop the bleeding Rogue staggered to her feet. She refused to give up. She had to keep Sabertooth occupied long enough for the others to get out. She owed them at least that. She own Nightcrawler at least that. Even if it killed her Rogue was determined to keep Sabertooth from stopping them.

Sabertooth seemed amused by this. With the ever-present smile still plastered on his face. He slapped Rogue hard across the face; his claws tore open her flesh as her head snapped back so fast the impact almost broke her neck. Red exploded behind Rogue's eyes as Sabertooth's hand connected with her face. Despite the siring whit hot pain Rogue refused to cry out. And, surprising even herself, she remanded standing. Slowly she turned to face him blood spilling from the wounds on her face and falling to the ground.

Before Rogue had time for any kind of reaction Sabertooth kicked out slamming a heavy studded boot into her kneecaps. Rogue screamed as both her legs shattered. She collapsed to the ground as blinding pain pulsed threw out her body. The pained sounds of a wounded animal escaped her throat with each breath. The pain alone threatened to overwhelm her. She screamed again, an agonized inhuman sound that could make even the cruelest of men's blood run cold. Sabertooth's mouth twisted into an almost giddy smile. He loved to hear her scream. She had such a beautiful scream. Like music echoed from her tortured soul. It was the most beautiful sound he had ever heard. Rogue moaned audibly as she gripped her shattered legs trying to gulp down air. She gritted her teeth holding back the screams of pain that forced them selves out of her throat. Sabertooth's smile grew in perverse pleaser as he watched wither on the ground. Her pain intoxicated him. He wanted more. He wanted to hear her scream.

Roughly he snatched her off the ground by the neck of the now blood socked body suit she wore. He held her high above the ground her now useless legs dangling lifeless below her. Blood poured from her deep wounds spilling onto the ground. Each drop of blood mixed together forming a small crimson pool below her feet. As dizziness washed over her Rogue bit down hard on her lip to keep from screaming again. Sabertooth saw this and pulled her closer to him whispering in her ear.

"Come on, Pup, scream for me. You have such a beautiful scream." As he spoke he dug his claw into her cheek slowly running it down her pale skin tracing her jaw line. Rogue could feel his warm damp breath on her face. She cringed away from him and bit down harder on her lip drawing blood. She could taste the metallic sting of her own blood building up in the back of her throat. She chocked on it and a thin line of blood trickled down her chin from the corner of her mouth. Hungered by the sight of her blood Sabertooth lifted his hand to his lips and licked Rogue's blood of his fingers. He grinned. Her blood was sweet, like honey. He could taste her fear. It was delicious. Grinning he leaned in close to her, moving to lick the blood from her face. Weakly Rogue swung at him, he only laughed at her pathetic attempt. He easily caught her arm in his hand and held it up. She began to struggle, refusing to give up even if she had no strength to fight him. With a flick of his wrist Sabertooth snapped her arm in half. Rogue's eyes shot open as blinding pain shot threw her arm. She clamped her mouth shut in order to stifle her own scream.

Wanting to hear her scream Sabertooth squeezed Rogue's broken arm. She shut her eyes tight trying to block the pain. Silent tears spilled from the corners of her eyes burning like molten steel as they flooded her open wounds. A small whimper escaped her lips. Sabertooth continued to smile lowering his face to her ear. He forced himself not to give into the temptation to nip at her face. Rogue closed her eyes tighter, desperately fighting the pain that shot threw her. Her tears flowed freely from her closed eyes.

"Such a pretty scream." Sabertooth whispered trying to cox her into screaming. His breath was hot against her skin. Rogue whimpered again.

Cyclops ran down the hallway occasional glancing back at his teammates as he went. They were close now; only a few feet further and they'd be out. But he couldn't help but think it had been too easy. Sure there were guards. After they split up with Rogue they had run in to a large group of them. But it had been relatively easy to defeat them. They had seemed unorganized and scattered. Almost as if they were waiting for something that never came. Truthfully he had expected more of a challenge. He had expected to have to fight for his life. And deep down he had expected not to make it. Yet they were almost there. Just a few yards from freedom and all he could think was that it had been to easy.

Suddenly something caught his attention and he stopped. The others stopped behind him confused by his sudden halt. He heard someone ask why he had stopped but he ignored them focusing instead on trying to identify the noise he had heard. He turned and glanced at Nightcrawler who was coming to. The young mutant looked up, past Cyclops, and shouted something in German.

Cyclops looked back just in time to see Sabertooth step into the light carrying Rogue in one arm. With a laugh he tossed Rogue to the ground before them. She hit the ground with a soft wet thud blood instantly pooling around her. The sight of her made Cyclops feel as though he was going to be sick to his stomach. What he could see of her face was in tatters; blood spilling from her many wounds. The white streak in her hair now stained red. Her blood-socked body suit had been ripped to shreds along with the flesh beneath it. Her arm bent at an odd angle, obviously broken, and both her legs looked as if they had been shattered.

She was barely conscious with her eyes closed tight. She looked to be sobbing softly chocking on her own blood in her throat, gasping desperately for air. A thin line of tears spilled from the corners of her eyes as her small body was racked with convolutions. Every so often she would whimper softly in pain.

Suddenly Cyclops realized why Rogue had stayed behind before. She had known Sabertooth was coming for them and stayed behind to stale him. She had fought him, and would probably die, so that they would have a chance to escape. Rage boiled up inside him. No matter what she had done in the past she didn't deserve that kind of torture. Not that kind of pain. She didn't deserve it. Behind his glasses Cyclops's eyes began to glow red and the low hum of energy could be heard.

Suddenly Nightcrawler screamed something in German and teleported reappearing on Sabertooth's chest. As soon as he rematerialized Nightcrawler slammed his fists viciously into Sabertooth's face. Every time Sabertooth took a swing at Nightcrawler the young mutant teleported reappearing someplace else on the larger mutant's person and continues his vicious attack. Sabertooth, unable to get his hands on Nightcrawler, roared with rage clawing at Nightcrawler, who continued his relentless attack.

"Marvel Girl!" Cyclops ordered. "Hold Sabertooth still!" Marvel Girl complied immobilizing Sabertooth with her telekinesis. Cyclops lifted his glasses releasing a full power optic blast. The blast hit Sabertooth square in the face knocking him unconscious. Sabertooth fell to the ground a few feet from Rogue and Nightcrawler teleported between them. He took Sabertooth's hand and placed it flat on Rogue's forehead.

For a long agonized moment nothing happened. Then the wounds on Rogue's face and chest began to heal. Suddenly her eyes shot open and with look of pure terror she forced Sabertooth away from her. She tried to jump to her feet but only managed to stumble back. She doubled over in pain as Sabertooth's memories washed over her tearing at her soul. Crying out she began to heave, throwing up everything she had ever eaten in her entire life. Nightcrawler teleported over to her one furry three fingered hand on her shoulder the other holding back her hair in a brotherly fashion. He held her up as she heaved stroking her back with his thumb trying to comfort her. Large tears spilled from her eyes mixing with the contents of her stomach on the ground.

Slowly she straitened up whipping her mouth on the sleeve of her body suit.

"That is one fucked up son of a bitch." Rogue said trying to stifle the urge to start sobbing uncontrollably. Tears still rolled down her face. Nightcrawler helped her to her feet. Her legs were weak and Nightcrawler had to support almost all her weight in order to keep her standing. The wounds on her face and torso were almost completely healed but the sharp pain in her arm told her it was still broken and she knew for a fact that it would be awhile before she could walk on her own again.

She figured she should have held on longer and let her wounds fully heal but the memories that flooded her mind were so horrific, so utterly terrifying that she couldn't help but push away. She tried to take a step forward but her legs gave way beneath her and she began to fall. Fortunately Nightcrawler still had a good hold on her and held her up. He asked her something in German.

"Ah'm ok, Elf." She said trying to sound as sincere as possible so he understood her. Timidly she raised a gloved hand up to the bruise she knew was forming under his fur. "Sorry 'bout hittin' yo'." He said something in German smiling at her and, although she didn't know exactly what he had said, she knew what he meant. He forgave her.

"Here." Cyclops said removing the jacket he was wearing and holding it out to her. Rogue looked at him confused for a moment before glancing down at her chest. Her wounds may have healed but the body suit she wore was in tatters reviling a little more then what most people would deem appropriate. She couldn't help but laugh softly when she noticed Cyclops blushing slightly. Modesty was defiantly not one of her strong points but she took the jacket from him none the less. Nightcrawler held her up as she slid the jacket on wincing in pain as the rough fabric brushed up against her broken arm.

"Come on. Let's get out of here before the cavalry arrives." Cyclops said and everyone made there way out, Rogue leaning heavily on Nightcrawler and limping as she walked.

-End