An: This is what I Dreamed about one night after reading the X-Men 2 book. Take place during X-Men 2. This is my first Movie fic so don't kill me if you don't like it, and tell me any mistakes you might see. This chapter I had help from S.I.M5. This person gave me the Idea actually this entire rest of the story is them and I just want to make sure the credit is there's. I'm not using every exact thing but it will be similar.

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"Leave her alone!" Magneto yelled and Rogue went further into the air.

"What why in the hell are you here?" Logan asked.

"Well we just happened to follow you and see you torturing Rogue, Leave her be she doesn't remember you and she's in mental pain. You X-Men are supposed to be the good guys and your trying to force Rogue to remember. What if she doesn't want to remember? When are you people going to learn that not everything goes the way you want," Mystique yelled.

Magneto had on his usual costume and Mystique had on nothing as usual. She was standing on a trashcan lit to be able to stay in the air. Rogue looked at Mystique, she felt like she should hate her but at the same time thank her. Many things have happened to then as well since rogue's absence. Magneto found his other child and they are working side by side now. Sabertooth left though no one knows why but they suspect that since he wasn't Magneto's right hand man anymore he was jealous. Pyro is thinking about joining up with Magneto though no ones suspects a thin an they have a new person whom they found at a circus who calls himself master of illusions.

"What if she does want to remember so she can be with her friends?" Scott interjected.

"Let her decide," Magneto said then turned back to Rogue," Here dear child," he handed Rogue a packet.

Rogue took it and opened it and there were lots of pictures. She was smiling but she wasn't truly happy in some. Then she saw the pictures becoming different like pictures from when she was really little. She noticed that her hair wasn't the same. She looked at the pictures confused then she turned angry.

"Your all mutants right? Well then I believe only what ah know and how do ah know that you didn't have a mutant do those?" Rogue spat.

"You're a wise child but tell me, do you have a healing factor, can you read minds, move object by just your mind, shape shift, turn into metal, control metal, and there much more. Tell me you can't do any of those things," he challenged.

"Okay sure ah can what's your point?"

"Well you got if from the rest of us, them as well as us," he said pointing to what he was talking about.

"What was ah bad or just clumsy?" she asked not really caring much for anything.

"You were not bad Rogue you weren't clumsy either. You touched some of us because we asked you to trust us and we wanted to show you we weren't afraid. You also did it for protection," Jean said.

"Well from what ah get your supposed 't' be the good guys, and you the bad. So why are you tryin' 't' get meh 't' remember?" she asked looking at Magneto. "And if those picture are real does that mean mah hair is dyed?"

"Wanda your best friend and my daughter hated me more when you were gone. I understand why I didn't bother to help and this would be my break for a family. So really I don't care if you remember or not but my daughter means something so I have to try," he said.

"And her?" Rogue pointed to Mystique.

"She's what you would call family," Magneto said.

"What meh related 't' her, ah don't see the resemblance," Rogue joked highly amused.

"She never came to you in her true blue form but as a teenager that baby sat you. She adopted you when you were four and hid you from me. She came as many other things, cousin, best friends at school and the family she left you with told her one day you ran away because your powers surfaced. She figured you for dead and when we found out about you I told her that if she helped capture you her and her son would be happy together," he said bluntly. "When I tired to use you to turn the entire world into mutants your hair changed and you almost died."

"Dog boy saved you," Mystique said finally speaking.

"So you are my mom, who's your son?"

"Me, ze blue fuzzy elf," Kurt said disgusted.

Rogue was surprised," This is all a big joke you are my brother *points to Kurt*. You're my savior *points to Logan*, you're my stalker *points to Magneto*. What are you my lover *points to Remy*. And you two let meh guess mah fairy god parents *points to Scott and Jean*."

Rogue then decided she had enough. These people were just two weird and she was just going through so much it wasn't funny. She changed back into the black phoenix and broke Magneto's hold on her. She was about to fly off when Mystique nodded to Magneto and John seemed to fall from the sky. He fell right past Rogue and was headed towards the ground. Rogue went to catch him and she caught him while he was still in the air and she couldn't fly because there was no room so she did a 180 in the air and she hit the ground on her back. She squinted her eyes in pain then her healing factor began to work and when she looked at who was in her arms and it was a human toad. She was just surprised that the person was different before and she figured it was just an illusion. She didn't care though they were safe and that made her happy. She stood up untied the man and flew off.

"You people are crazy. Ahm outta here but here's a present." Rogue stopped in the air and turned towards then.

She smiled winked and then blew a kiss but it was no ordinary kiss. When her hand left her lips there was a pink ball no smaller than a marble. She blew it and it was heading toward the X-Men. Rogue read their thoughts while they were preoccupied and they all thought the same thing. That the Rogue they knew would never hurt a fly. The bad guys were the smart ones, they fled and Rogue realized that these people really did know her but she didn't remember them. The little pink ball went thought the rock that they were on and they looked at her confused. Rogue flew off knowing full well what was going to happen. The X-Men felt the ground shake from under them and the ground beneath them exploded and they were all thrown back. They were all down except for Logan but he was to weak to chase her.

Magneto, Mystique and toad were long gone, along with the person who made Rogue think she was saving Pyro, Master of illusions. Magneto wasn't exactly lying when he said that thing about his daughter buts he actually just like giving the X-Men a hard time ~(~)(~)~(~)~(~)~(~)~(~)~(~)~(~)~(~)~(~)~

Rogue had been flying for a while trying to forget those people but she couldn't. She knew they weren't dead and she knew that they really knew her before because she read their minds. She was not ready for anything that had to do with her past right now she just wanted to burry her friends and then maybe she'd try and find these so called X-Men. She flew back and grabbed her friend's bodies. It hurt her so much and she could barely fly. She thought back to when her friends told her that they always wanted to go to a rain forest and she figured that that is where she'd take them. She covered her friends up so they would not try to be eaten and she wouldn't feel like they were gonna come back anytime soon and kill her. She never stopped flying and she never slept or ate anything. She was flying for about a week when she finally reached a rain forest and she had no idea where she was. She used her telekinetic abilities to rip the biggest tree from the ground where it created a wide enough hole to fit every single one f her friends, she ten had a disturbing thought. What if they somehow came back? Rogue was a person that could believe anything if mutants were real then other things were to. And she wanted to be safe so she took the tree and hit it so hard it broke and she created a fire.

"Who are you?" came a voice that wasn't happy.

She whipped her head around and saw a man that reminded her of Tarzan. A man with dirty blonde hair that was pretty long about down to his shoulders. He had brown eyes and he was a lot taller than Rogue. He was super strong looking he had muscles on top of muscles and he had claws on his hands and feet. He had on a pair of pants that ripped all the way around at the knee. He was growling and it reminded Rogue of a cat. She turned back around and grabbed her friend's bodies and put them in the fire. He didn't see her face but she could see his due to the fire. She didn't answer his question.

"Who are you?" he said again.

"Who are you?" Rogue said back.

He came charging at her and he tackled her into another tree pinning her there with his hands. "Don't make me ask you again," he growled.

Rogue knew he was only keeping himself protected so she wasn't going to hurt him. She had her head down cast and she grabbed him by the wrists and lifted him up. He was shocked beyond anything else. Rogue threw him and he hit a tree. She stepped in front of the fire to see her friends for the last time and spoke finally.

"Ask nicely and maybe ah'll tell ya pussy cat, but it's Rogue," she said.

"Rogue? The X-Man Rogue?" he asked.

"X-Man? What the hell is up with that fucking word? X-men, Magneto, ah don't care right now if ah was an X-man or not ah just want to say good bye to my friends," she snapped," Who are you?"

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"Any luck?" Logan asked professor Xavier.

"Sorry Logan, so you say she didn't remember?" Xavier asked.

"She didn't she even attacked us," Jean said.

"How did she attack you?" Xavier asked.

"Oh yeah you did just get back and we sorta demanded you find her. Sorry," Scott said.

"She absorbed me when I was changing into the Phoenix remember? And she now has her own Phoenix it isn't fire like mine but more like a solid shadow it's black with white glowing eyes. She has control over all the powers she's ever taken. Magneto even popped on the scene with Mystique and Master mind on the side an toad was there as well," Jean said.

"Was she in god condition?" Xavier asked.

"Depends on what type of condition you be talking about. She was doin just fine physically and emotionally but her friends died and from what she said the only friends she's had for two years. She can handle a lot more things than before but this may be to much for her," Remy said.

"What do you mean by that?" Logan asked.

"Think about it my friend. He has a point she seems like she had only those people as her friends and they died. Then we come along and say we knew her before and thought she was dead, we told her that she lived with us and she is frustrated because she can't remember. She absorbed the last of her friends and Magneto was so straight forward what would you do. She is a mutant like the many of us but it feels as if she understands more of what could happen then we do." Kurt said.

"Bingo," Remy said.

"She needs to get through what has just happened we must let her be," Ororo said.

"You saying we should forget about her?" Logan asked.

"No we wait a while till she may be calmed then start again, this is our Rogue and if one thing stayed the same it is the fact that she hates to be bothered when angered and especially now with the only people she considered friends gone she has no one to talk to so she will keep it bottled up. She is very strong so I wouldn't worry so much about her she has god judgment on things," Ororo explained.

"We should not tell the others," Xavier said.

They all nodded and sighed. There a friend was still alive and she didn't remember and was so hard to give her trust this would be hard indeed.

They went to bed like always but Jean, Logan, and even Remy have been plagued with dreams ever since they knew she was alive and they didn't have her safe with them. They all had the same dream pretty much just with different scenes. Jean often dreamed that Rogue would hate them because she felt they never looked for her and they did but there was just to much snow for Logan to pick up a scent and anybody else's powers would surely destroy what was left. Remy just felt guilty for not helping, he was so useless then and felt that way now. Logan felt he had broke is promise to protect her and she hated dim for that. They had to find her and make her remember that they knew they must do.

Wanda and Beast knew because Beast had really good hearing and heard them talking about it. He felt bad for listening in but when he heard her name he couldn't leave. He heard everything that happened and when he told Wanda she freaked then went back to being said because he told her she didn't remember any of them. They kept it to themselves for a while but they too wanted her back and they wanted to see everybody happy again.

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"Who are you," Rogue asked again.

"You don't remember," he said getting up," Well them I'm not telling you," he said.

"Ah really don't care if your bad or not because at least you be honest with meh but ah have more than one way of finding out what want," she said then looked as if she were thinking," Sabertooth."

"Thought you didn't remember," he said.

"Don't but ah can read your mind," she said tapping her index finger to her temple.

He smiled then looked at the fire," Who you killing?" he asked.

"Nobody ahm givin' mah friends a single person funeral," she half joked.

"So your not gone try and hurt me?" he asked.

"No ah know what you did but you did as ordered and besides if ah held a grudge you'd be dead already," she said.

"Why'd you leave, Magneto ah mean," she asked.

"Didn't like the new teammates," he said. "If you know who the X-men are and you knew they were telling the truth why'd you not go with them?"

"Ah couldn't ah need 't' fix mahself up first and maybe ah'll go and see what ah used 't' know." She said.

"Look don't expect me o take care of you or anything because that's not me," he said.

"Ah don't expect you to look after meh because ah can take care of mahself just fine ahm the Rogue," she said.

The fire burned out and Rogue soon fell asleep. She was always on guard even in her sleep so she didn't have to worry as much as other people. Sabertooth watched her as she slept. He knew she was sleep because her breathing gave it away and he knew buy her guarded position that she'd wake up ready to fight. She was a lot different the last time they met. She was young clueless and sloppy with her fighting and she was a crybaby. She had no skills and was barely a woman with any shape. Now though, she was older but not really old. She knew many things and was aware what life was like from the comforts of an institute, she was neat with her fighting she didn't just thro a punch at you and hope it'll hit she knew what she was doing and how to do it. She knew now that crying did nothing for you but show you were weak at that time and she was a woman with curves now, she wasn't skinny or tall like a model or anything she had baby fat but it was attractive nowadays. She was muscular to but with the fat it didn't show so in a normal fight she'd have the upper hand. He got up and left.

About halfway into the night Rogue felt a small shake and she woke up. She stood up and used her good hearing to find out what was happening. She heard many men shushing each other and them moving through the bushes. She heard a growling sound and a dart gun. She got up and ran towards the sound. She became Shadow Phoenix and flew to the noise. She flew high up in the air then came down really fast and hard because when she landed she created a loud stomping sound and the ground shook for a moment but nobody saw. She stood up and saw that the pussycat was out with many darts sticking out.

"Leave him alone," she said.

"Girl get out of here this monster is dangerous," said a man in a camouflage green uniform.

Rogue narrowed her eyes and smiled," Really he's dangerous?" she asked innocently.

"Yes lady now I suggest you leave," said another man.

"That monster is dangerous but ham deadly," she said then used the power of magnetism to bring all their guns and knives to her.

"Are you his woman?" someone asked.

Rogue blushed and tripped out of nowhere she stood back up and dusted herself off. "No ahm not!" she screamed.

"Good Omega red!" he yelled.

Everybody moved out of the way as some guy about the same size as Sabertooth with the same hair, and claws came through. Thought those were the only things they had in common because he had chalk white skin and his eyes were red. She couldn't read his mind and find out what his powers were so she prepared for a fight.

"Get rid of her!" some one shouted.

He ran after Rogue and the other people took this time to run away with Sabertooth. Rogue was to occupied to do anything. This Omega red character was fast like her and he was smiling. He held his hand out to her and she looked at it and long coil like things shot out so fast Rogue could do nothing about it. They hit her in the stomach and pushed her so hard she went through a few trees. Her clothes ripped and she of curse began to bleed. She stopped moving when the long coils let her go and she fell to the ground. The guy thought she'd be dead but she wasn't. Her healing factor kicked in and she began to heal. Her Phoenix's wings sprouted as if it were simply stretching and it slashed threw some trees and with here telepathy she made the trees crash into him repeatedly. They were raming into him so hard that the trees were breaking apart and getting smaller and soon there were no more trees.

"Bastard," she said then ran after Sabertooth.

She shape shifted into Omega red and went straight to Sabertooth. "Look I know you have history with him and all but like I said you can't kill him," some guard said.

Rogue laughed and grabbed Sabertooth and changed back to herself. She didn't get far because it turns out Omega re is just as stubborn as she is when it comes to being defeated. He came out and tackled Rogue. She dropped Sabertooth and went flying once again but she was more prepared this time and she punched them off of her.

"Omega Red thought I told you to get rid of her," the man scorned.

"She's tough sir," he replied.

"Bull she's a girl," he said.

"She's a mutant," Omega red said back.

They fought for a while back and forth. He punched and she punched back. He was better than her at hand-to-hand combat but she was better at blocking. She did a stupid mistake and tripped and fell on her back. Omega Red stood over her and she sent a tree flying at the back of his head. He fell forward almost landing on Rogue but he landed on his forearms instead. Rogue was between his legs and she was about to do a low dirty trick and hit him in a place she swore she would never hit a guy in but he must have guessed that because his legs squeezed together keeping hers from even moving. Rogue then noticed how sharp his teeth were and he grinned showing all of his teeth. He went from his forearms to on his fist and he punched her in her left shoulder popping it out of place. She yelped in pain and he make those coils of his come out again and stood up and pinned her to a tree so if she called on something to his him it would hit her as well. The coils wrapped around her body crisscrossing it's way up to her cheeks where they felt as if they were suction cups. She began to glow white and so did he. She felt as if she was getting cold and she went limp but she began to moan not wanting to give the pleasure of hearing her scream.

So please Review tell me what you think. What should happen next? I know I messed with Omega Red a bit but not a lot so don't kill me and anyway this is my story anything can happen.