When the X Men arrived at the museum, the outside was undisturbed. This meant nothing as Magneto's team could still be inside. Rogue, Scott, and Bobby had been sent inside, where they proceeded to split up. In addition to them, the professor joined Rogue once they had performed a sweep.

"They're not in here, sugah."

"No matter, Rogue, they will be soon." As if in response the doors on the other side of the main hall exploded outward. As Rogue and the Professor slipped into the shadows unseen, Magneto and the Acolytes stepped into the now overly large doorframe.

"Split up and keep any unwanted visitors away," Magneto stated, directing it at his minions. Before they could actually do it, the professor rolled out of the shadows.

"Magneto, don't do this."

"Xavier, old friend, don't interfere."

"I can't help it, what you're doing cannot happen." The Acolytes began to move towards the Professor but a gesture from Magneto stopped them. Magneto stepped towards the Professor and smiled.

"You are not . . ." at these words the professor's metal chair lifted off the ground, barely two inches . . . " powerful . . ." another inch . . . "enough to stop me." The chair was now a foot above the ground and Rogue knew that now was the time to step up and help.

Xavier's chair lowered back to the ground, against Magneto's will. Rogue glided out of the shadows, where she hovered several feet above the ground. "He may not be, Erik, but Ah am."

Magneto was shocked, he stared dumbfounded at the girl glowing with his power, the girl just as powerful as him, and saw a worthy adversary. "You, child, are nothing compared to me." Magneto rose above the ground where he too hovered. He waved his hand to the Acolytes and told them to find Mesmero. They left and he once again turned to Rogue. "What makes you think you can handle me? I am the most powerful mutant in the world."

"You're half right, darlin', you WERE the most powerful mutant." Rogue pointed her hand to the wall, where a metal beam came bursting out and slammed into Magneto. He quickly recovered and manipulated the beam to hit Rogue, but her instincts were too fast and she dodged it, never dropping an inch to the ground.

"Is that all you got, ol' man?" Rogue asked laughing. Using Magneto's powers, she pulled metal wiring from the floor and commanded them to enfold Magneto. Magneto struggled with them, in his panic unable to utilize his powers. Knowing this, Rogue came close, and whispered in his ear.

"How does it feel to know that you can be beat, that you are no longer on top of the food chain, how does it feel to know that you are no longer are the top dog? I wanted to know since you are no longer those things." Rogue laughed as she backed up a little from him. An idea stirred in her mind.

Rogue pulled up all of Magneto's power, calling all the magnetic energy into a tight ball. Then she released it, creating a magnetic blast that threw Magneto into a wall unconscious. She lowered herself to the ground, feeling a bit tired but knowing that she had to go on.

Rogue was walking down the halls of a museum when she sensed another presence coming towards her. She turned to see a security guard being chased by a large horse made of fire. The guard locked himself in a maintenance closet and the mutant chasing him, Pyro, stopped and turned to her.

" 'Ey sheila, wanna play?"

"Chil', you don't know who you're messing with." Rogue once again felt the elating feeling of power imbibe her and knew that her eyes once again glowed like Magneto's.

"I 'as jus' playin' doll, no need to ge' feisty." The metal ceiling lamp wrapped around Pyro like a snake, and lift him up against the ceiling where he fell unconscious. Rogue made her way back to the main hall. She turned to where Magneto should have lain and found him gone.

"Shit." Rogue turned around hoping that he hadn't made it to the other half of the spider yet. She could hear Scott and Bobby fighting not too far from where she was and considered helping them but knew they would not appreciate it. Guys are so touché. Rogue headed towards the wing where the second part of the spider key should have been.

A glowing card drifted down to where she was walking and knowing already what they could do, Rogue did a graceful back flip away, just in time to not get blown away. The man who had thrown it jumped from his perch on the ceiling and landed deftly on his feet. Rogue looked at him and couldn't help but think to herself, God, Ah hope this doesn't take long.

"Chère, you are très beautiful."

Rogue looked at Gambit and felt frustration arise, but with it came something else, longing. "Ah'm not in the mood, go away." Rogue smiled as she said this, a bitter aggressive smile.

"Non, I t'ink not." Gambit stepped closer, a little too close. Rogue gave him a large hundred-watt smile and leaned towards him.

"Between you and me, ya should work on ya lines, Swamp Rat." Rogue jumped quickly and did another back flip, this time her foot connected with his jaw and slammed him into a wall. Gambit looked at her astonished. No woman had ever, EVER, not been affected. Even the little old ladies had been affected. He was about to get up when a large rumble shook the building. Rogue ran to the window, Gambit joined her there, where they watched a large green spider break through a wall and proceed to walk away. They could see in the window Magneto trying to hold it back, but failing. Colossus was equally visible running after it. Along with Scott, Bobby, and Pyro.

Gambit turned to the fille beside him. Rogue felt a sudden pain fill her mind and grimaced.

'W'at's wrong?" Gambit asked, his concern for the young woman evident. He had no idea why he felt this way but knew that he felt strong emotions for her. Just as quickly, he remembered why he was there and what he was supposed to be doing.

"Don' touch me." Rogue said, before turning and running away from him. Rogue knew what the pain was from and had to find the professor. Rogue ran and ran and finally found him. He was outside locked in a fierce mental battle with Mesmero. Rogue knew that Mesmero was hurting the Professor and had to do something. So she did the only thing she could think of. She absorbed Mesmero.

Flashes of scenes filled her mind. A large mountain tomb. Tibetan monks praying in the background while she searched. A presence, large and perfect, filling her with power, with knowledge.

When Rogue opened her eyes she knew instinctively that she had only been out for seconds. The professor was beside her; Mesmero was unconscious on the ground.

"Thank you, Rogue, I didn't know how long I could hold him."

"Professor, we have to stop Magneto." Knowledge bloomed and aligned itself in her head. Suddenly, she knew exactly what was happening and why.

"Yes, I know Rogue . . ."

"No, you don't. Mesmero is manipulating Magneto. If he destroys the spider, then he's just playing into Mesmero's plan. He needs that spider to be destroyed to open the second door!" Rogue words slammed into Angel as he landed softly beside her.

"Angel, I need you to take Rogue as fast as you can to the spider, we must stop Magneto." Angel nodded and lifted Rogue in his arms. She was a petite girl so she weighed very little. Rogue wrapped her arms around Angel's neck and turned her nose into his cheek. As they soared above the large body of water between them and the spider, Rogue admitted something to herself. She needed this contact. Even if he was into Jean, and didn't harbor a little affection for her. More importantly, she was weakening, she wouldn't last much longer. As if knowing this Angel flew a little faster.

The large spider came into sight and Rogue turned slightly to see it. It was a truly magnificent sight. The large spider encased in flames. Rising majestically. However, something was wrong. A figure stood in the fire too. Magneto.

"Nooooooo!" Rogue screamed as they landed, seconds too late. The spider was no more; Mesmero's plan had worked. Anger filled Rogue and she pulled herself from Angel's arms. She walked to where Magneto stood, weakened. The X-Men stood together watching her, same as the Acolytes (sans Gambit) watched her. She stepped close to Magneto and spoke in a trembling voice.

"You fool. You allowed your ego to direct your actions. Now we all suffer for it. You were manipulated, controlled! Mesmero used you to destroy the spider ..."

"No! That spider was a key!"

"Yes! A key, and a protector! By destroying it, you have opened the second door to Apocalypse! Why would you not listen! We tried to explain to you but your ego..." to accentuate this point Rogue shoved her finger in his chest..."wouldn't allow you to listen. Next time accept help, instead of condemning us all with your stupidity!" Throughout this entire speech Rogue's southern accent, which had returned as she weakened and the borrowed power slipped away, had been replaced with a resonance filled with power, Mesmero's power.

Rogue stepped away from Magneto and back to Angel. She felt Mesmero's powers return to their master and a small copy of them go into a sort of stasis within her. It was draining and within seconds she slumped into a coma, falling into Angel's arms, where he lifted her with concern evident on his face.