The trip to the warehouse was long and tiring, Shadowcat had fallen asleep, and Rogue was trying her best to keep Gambit from falling asleep.

"Ok. Ah'm thinkin' of a number between 1 an' 10."

"850 chere."

"Uh.. GOOD ONE! Ok.maybe we should do something else." Rogue looked around the jeep for something to do. "What if weh stop for a drink.?"

"Here's a beta idea chere.lets crash for da night." Gambit drove the jeep into the nearest motel and clumsily found a parking spot.

"Nice." Rogue yawned as she stepped out of the vehicle, "Shouldn't we wake up Kitty?"

"Yesh."

They hauled a sleepy Kitty up into the foyer.

" Room wit...uh.three bedrooms?" Gambit asked as Rogue and Shadowcat lounged in the cold, hard puke green foyer chairs.

"No can do, mate, we have no more three bedroom apartments.but we have a one-bedroom one."

"How much?" Gambit couldn't fight back.at least they had a room..

They climbed up the dark, mouldy stairs, greedily awaiting their warm beds and comfortable pillows. They entered a long hallway, it seemed quiet, but it screamed grotesque forlornness. Rogue shivered, possibly from the icy cold draught or from the feel, that every step they made, they were being watched. Remy mumbled to himself about not finding the room, and Kitty who was wide awake, was white with pusillanimity because of the fact that downstairs seemed so warm and inviting. They finally reached their room, and Remy shoved the key through the lock so hard it shook the door.

"Calm down, Remy." Rogue was anxious to get in.

"Yeah, come on, this place, is like giving off bad vibes." Kitty shivered, as if a ghost had stepped through her body.

The door rattled open revealing a large room, with a kitchen and a giant and sofa two beds, and a door leading to the bathroom. The wallpaper was peeling off the walls, and there were about half a dozen mouse holes in the walls. Kitty and Rogue pushed Remy in through the door and said mutually

" Guys first."

"Yeah yeah, mon ami." he muttered under his breath.

The flimsy floorboard creaked and groaned at every step they placed onto it. The kitchen, which only had a fridge and stove, had cobwebs and ants crawling and dangling all over the appliances. On one side of the room there were two small beds with only one sheet, and the sofa looked as though it was constantly a never ending source of food for moths and termites.

"Ewe. this place like stinks bad!" Kitty pinched her nose.

" Yeah, well, we won't b here f' long.I hope." Remy sighed.

"Ah think I'll take the bed." Rogue lunged towards the sheet-less bed, Kitty ran to the other bed and cautiously poked it with her finger as though there might be something alive in there.

"Relax Kitty. It ain't gonna bite." Rogue snickered "Geez, Rogue thank you." Kitty through an icy glare across to the Goth.

"Well, I guess dat means I get the sofa." Remy butt in.

" Well, I'm like going to try to get some rest. Goodnight." Kitty called and slumped off to her repulsive rack.

" Well, I better be off too. G'd night" she smiled at Remy.

"Good night Cheri." Remy smiled back.

It was about 2 in the morning, the air was frigid and stiff, it was so quiet you could hear the humming of the lights out on the streets, you could hear the smallest aphids scuttle across the floors, you could hear the crickets outside meeting each other.

Rogue was staring up at the ceiling, thinking about what was to come. Would they make it out alive? Was it possible that this was just a sick dream? And why was that every time she looked at Remy she felt she was melting in his eyes. All he had to do was smile at her and all her worries would just wash away. But, she didn't know what was happening. She didn't like him. Did she?

No ah can't, ah just can't.It's no me to like some one.

She sat up, and flicked her white streaks out of her eyes. She placed her feet on the cold hard floor and watched as slowly, the light from the full moon soaked her pale feet. She slowly stood up with a need for some clean air, and walked toward the door that led out to their small balcony. The door opened with a creak that seemed to last forever. As she stepped outside the cool air met her sweaty skin with a pang of iciness.

"'Ello cheri." A warm voice broke through the chill.

"Hi.." Rogue whispered. She hugged herself, because only now did she realise how cold it was.

"'Ere, ou like you're freezing." Remy took off his trench coat and passed it on to Rouge. She pulled it on, and felt his warmth inside.

"Rogue, chere.I.uh." He began. Rogue looked up at him, and he felt warm inside. He stepped up close to her and wrapped his arms around her shoulders. Rogue wasn't as surprised as she thought she would be, so she allowed him to hold her. For once she actually felt safe. She rested her head on his shoulders and closed her eyes.