Author's notes: Sorry for the delay, my computer was screwed up for quite some time. Thanks to all who reviewd.

Morganist and his three men walked into his main chamber. Four foot soldiers who wheeled in the four captured X-Men followed them.

"Men leave us," Morganist said as the four soldiers placed them into the middle of the room. They all did as they were ordered.

Morganist turned to his comrades. "What do we do about this situation? I want a plan that won't fail."

Clase stepped forward and said in a snake like voice, "I say we hunt down all of them ourselves. None can defeat all of us in battle."

"No," said Morganist, "we will use that only as a last resort." Then he looked over to the imprisoned X-Men. He noticed the look of hatred in all of their eyes. He said to them, "you would like to kill me right now wouldn't you?"

Scott was the one to answer his question; "I've never wanted to kill anybody in my life, but you I hate you more than any one else right now. I would be glad to beat you down until you were dead."

Morganist smiled at him; "all of my enemies think the way you do. And do you know what happened to all of them? I showed no mercy. They died painful deaths."

Then he looked at his men. "I have grown quiet impressed with how well these mutants have been doing against us. Especially the girl known as Rogue. Her power to steal ones energy by touch is indeed an impressive talent I have plans for her."

Scott yelled from behind him, "what do you want with Rogue?"

Morganist looked at him with a wicked glance. "There is a procedure we have here. It has been known to us ever since the battle of humans and mutants. It enables us to take the powers of other mutants and use them as we please. I have done it twice before."

The X-Men were terrified by this. Rogue's power was very strong and if Morganist had it that would be a disaster.

Morganist continued, "In order to do this I must chant the ancient words of the spell while she is in my grasp. Then I simply kill her, and devour her heart."

Borak now spoke, "how do we capture them my lord?"

Morganist thought for a short time. "We will use the weapon that has never failed us in the past."

Borak smiled and said, "the Metalotron?"

Morganist nodded. "And remember I want Rogue alive."

Logan was the next of the X-Men to yell out. "If you hurt one hair on that girls head I'll make you hurt all over!"

Morganist yelled back at him, "I have no doubt that your powers are strong, but I have defeated any mutant that has crossed me!"

It was Jean's turn to be angry now. She had been quiet for a long time, but she couldn't hold in her anger any more. "I think I speak for every one hear when I say, if Professor Xavier was here he would even want to kill you, you bastard!"

The other X-Men were shocked by this. Jean had never cursed before in her life and now she just swore as if she had been doing it all her life.

Morganist however ignored her. He turned to Borak and said, "proceed with the Metalotron."

Borak gave a hissing cackle as he did as commanded. He loved using Metalotron.

After a few minutes he dragged in a strange platform with two gloves attached to long poles on it. Each pole was attached to the platform. There was also a strange metal mask that fit perfectly on to Borak's face attached to a long wire which attached to the back of the platform.

Borak immediately put the mask on and slipped his hands into the gloves. Then both the mask and the gloves lit up as power surged through each of the items.

The X-men could hear the sound of clanking metal crashing towards Morganist's chamber. Then a huge robotic thing entered the room. It was twelve feet tall. It had huge arms with crushing lobster claw like hands at the end of them. It had three spider legs, which held it up. Its head was shaped like a human skull except for a short tubular mouth, which looked as if it sprayed something out of it.

This thing was the Metalotron, a machine that Morganist created when he learned to use technology. It was controlled by Borak from the platform.

Morganist looked up at this mechanical abomination and said, "Metalotron, set forth and destroy."

Borak quickly controlled the robot to move out the door. The imprisoned X-Men watched as this thing clanked away to attack their friends.

The two mutants and brothers ran through the halls of the castle. They eventually stopped and hid in one of the chambers. They were all very tired from this whole ordeal. Rogue sat down and felt the inside of her mouth. It was still bleeding from when Ganshy hit her.

Robert walked over to her and said, "let me see."

Rogue opened her mouth as Robert gently put his finger of his gloved hand in her mouth. "It looks like it's healing up."

Rogue then noticed that Robert's arm was bleeding as he took his finger out of her mouth. "Oh my god, Robert what happened?" she said grabbing his arm.

Robert said, "I got hit by a bullet when we were climbing that statue."

John and Kurt walked over to him to look at his wound. Rogue said in a concerned voice, "well, come on we gotta fix it."

Robert took his arm away from her and said, "it's ok forget it."

Rogue stood up, "but Robert, you could bleed to death."

Robert said, "I'll be fine, lets worry about what we're gonna do now."

Kurt sat down and said, "well I need a break. I'm tired, I'm cold, and I'm hungry."

John said, "there's no time to rest we need to move now."

Both John and Robert began to walk towards the door. Rogue quickly stopped them and said, "will you two stop and rest a while. Me and Kurt are exhausted and you guy's are to. You've been doing a lot for us and I think you deserve a five minute break at least."

Robert looked at her. "Rogue, we haven't done anything to help you. Every attempt we've made to rescue your friends didn't work. John and I haven't done anything.

Rogue said to them, "yes you did. You saved us from those demons in the woods. You lead us hear, you've tried as hard as you could to save our friends, and you've been watching out for us ever since we got here. Now take a break."

Robert looked to his brother and then at Rogue again. "No ones ever been this caring to us before," he said. "You and Kurt have done just as much to help us, probably even more, and you've helped humans many times before this. Why are you so concerned?"

Rogue said softly, "because you're my friends. You and your brothers. Nobody except for the people in the institute have shown me the kindness you did." She walked over to him and said, "now rest."

Robert smiled at her and said, "we'll rest when you friends are free."

He put his hand on Rogue's shoulder and smiled at her. She thought it was pointless to go on arguing about this, Robert and John were not going to rest until the other X-Men were free, and neither would she.

Kurt stood up and walked over beside Rogue. He said, "if you guy's wont give up I certainly wont." All four of them, both the mutants and the humans put their hands in the center of each other. They placed their hands on top of each other and promised each other that they wouldn't give up until the Four X-Men were freed.

Then their pledge was interrupted by the sound of clanking metal. Robert and John took their hands out from the embrace and slid out their switchblades. Unfortunately these were the only weapons they had now.

All four of them walked back out into the hall. They headed towards the direction of the sound. When they turned a corner they came face to face with Metalotron. All of them backed away from it.

John yelled out, "it's the Metalotron!"

The four of them stared at the Robot as it began to spew out a blue liquid. The mutants and the brothers moved quickly out of the way as the substance melted the floor where they were standing.

Robert yelled, "we can't face this thing with switchblades, everybody run."

They all did as commanded. They ran for their lives. The robot followed closely behind, smashing anything that was in its way. The four teens ran through a door and closed it shut. Robert and Kurt grabbed two candleholders that were near by and slid them in the door handles, but that didn't stop the Metalotron. It slammed itself against the door bending the candleholders that held it shut. All four of the teens pushed themselves against the door trying to keep it shut.

It was no use. They couldn't hold this thing. Robert and John looked around and saw a heavy rock table at the end of the hall. They stopped pushing against the door and ran for it.

Rogue yelled after them, "where are you going?!"

They didn't answer. They ran over to the rock table and lifted it up with all their strength. As they ran back to the door with it Metalotron slammed against the door again sending Rogue and Kurt flying away from it. Robert and John pushed the table against the door and helped the mutants to their feet.

Kurt asked, "how long will that hold him back?"

"About thirty seconds. Come on move!" said John urgently.

They ran away from the door. Rogue followed them wondering how they were going to stop this thing. As they ran out of view of the door Rogue could her Metalotron break it down.

It wouldn't take long for Metalotron to hunt them down. Robert knew this, but he couldn't think of what to do now. He was getting weak from the loss of blood.

Rogue stopped to catch her breath. "I can't take much more of this," she groaned.

Robert ran back to her as John and Kurt stopped running. He grabbed her arm and started pulling her.

Rogue could her Robert breathing hard. She knew he was getting weak. "Robert we need to fix your wound now," she commanded. "How much longer do you think you'll last?'

Robert said to her, "we don't have any time."

John quickly yelled to them, "uh guys, we're being chased by a metallic hulk from hell right now, remember?"

They were about to go on the move again when they heard Troy's voice coming from inside John's cloak. "Robert, John come in!"

John reached into his cloak and pulled out one of the walkie-talkies they had taken from the guards when they entered Morganist's palace. They had forgotten all about it until now.

John held the radio up to his ear. "Yeah Troy, it's John, what is it?"

Troy's voice sounded so far away as he said, "thank God. I've been trying to reach you guy's for the past ten minutes."

John said back, "well, we've had a lot of crap to deal with. What's wrong?"

"We're trapped. All of us. Evan, Kitty, Phil, and me. Ever since we left you guy's Morganist's soldiers have been chasing us every where. We managed to take five of them out, but now we're screwed. We're trapped in a room on the south side of the castle. There're four foot soldiers after us, all wearing full body armor. We can't keep them out much longer, the door's gonna give way soon."

Rogue heard this and quickly grabbed the walkie-talkie and yelled in it, "why don't you just have Kitty get you out of there with her powers, duh."

Troy yelled back, "well there aren't any other rooms to phase in lady. The only way out is to the outside of the castle and that just goes strait down."

Robert could hear Metalotron coming their way. He said to Troy through the radio, "don't worry, we'll be right there."

Robert gave the walkie-talkie back to John as Rogue said, "we can't help them right now, not with that thing after us."

Robert said, "we can sure as hell try. Let's go."

Troy and Phil paced back and forth in the room as they waited for the others to save them. Kitty and Evan just stood near the door listening to the foot soldiers trying to break it down outside.

Kitty said, "we can't just stand here and wait for those things to kill us."

Phil looked up at the ceiling and said, "come on guy's where are you?"

Outside the chamber Morganist's men were throwing themselves against the door one at a time. They were so occupied with this that they didn't see the other four sneak up and hide behind the corner.

Rogue saw the armor on the soldiers. It looked almost impenetrable. "How are we gonna get them away from these things?," she heard John question.

They watched as one of the soldiers stopped ramming himself against the door. He had heard Morganist's voice on his radio. He listened to what his master had to say and began to laugh with pleasure.

He turned to his colleagues and said, "Lord Morganist has given us authorization to kill both the humans and the mutants if we wish. The other four have killed the Ontlor, and he wants them all to suffer for this outrage. But if we were to get any of the mutants alive he would be most appreciative."

Robert saw as the soldiers aimed their guns at the door as one of them yelled, "all right, we're going to give you two minutes to surrender and then we'll shoot you dead!"

He could tell that they would have tried to get the mutants alive if they could find away to get them out of the room. He turned to Rogue and Kurt and said, "I got an idea. Which one of you is fast on your feet?"

Kurt said, "well, we're both pretty fast. Why?"

Robert said, "I need one of you to lead Metalotron here. That stuff he spits out is the only thing that can get through their armor."

Rogue said as quiet as she could, "what? That's crazy. One of us won't stand a chance against that thing. What are you gonna do while one of us looks for that thing?"

Robert looked at his brother and said, "we'll stall them the only way we can."

John nodded as if he understood. They both gave their switchblades to Kurt and Rogue. Then they stepped out from behind the corner with their hands in the air.

John yelled out. "HEY, WE'RE RIGHT HERE!"

The soldiers turned to them. They immediately aimed their guns at them. The two mutants watched as Robert and John were encircled by the soldiers. They commanded the humans to put their hands behind their head and kneel down in front of them.

One soldier put a gun up to Robert's head and said to the four teens hidden in the room, "alright, I assume that all four of you heard you friends surrender out here. Since we wish to please lord Morganist we'll make an exchange. The mutant's lives for these two."

Phil yelled from inside the chamber, "we'll never let you get these mutants!"

The soldier then said, "it's your decision. Either we get the mutants or your brothers died. I'll give you five minutes to make up your mind."

Rogue watched from behind the corner trying to figure out what Robert and John were doing. Then she knew. She said to Kurt, "I know why they're doing this. They don't want you or me waiting for five minutes to get our heads blown off. That way if Metalotron couldn't be found in this amount of time we won't be the ones getting killed."

Kurt looked at Robert and John. He couldn't believe they were will to sacrifice themselves for Rogue and him. He turned to Rogue and said, "we gotta get Metalotron here quickly."

Rogue said, "no you stay here. If I'm not back in five minutes try to save them." Kurt nodded as she went to look for Metalotron.

He turned back to the soldiers. He heard Robert say, "their not gonna let you have the mutants."

One soldier went up to him and hit him in the head with the handle of his gun.

Rogue ran through the castle. She had already been looking for Metalotron for two minutes. Time was growing short. She had to save Robert and the others, but where was Metalotron.

As she stopped to catch her breath she said to herself, "I can't let them get killed."

She didn't rest for long for she could hear the robot's clanking body not to far off. She quickly ran in the direction of the sound. Then after turning yet another corner she saw Metalotron and immediately hid out of view. She had forgotten how powerful this thing had looked.

She said to herself, "I can't do this. I can't do this alone."

She was afraid. She had never really fought anything without the other X-Men. How could she take this thing on her own?

Her thoughts then went back to Robert and John with the soldiers holding guns against their heads. She took a deep breath and went around the corner.

Metalotron instantly turned to her. Rogue wanted to run back behind the corner, but she didn't.

Metalotron spewed out the blue acidic fluid at Rogue. She dogged it and scream, "COME AND GET ME YOU RUSTED BUCKET OF BULTS!"

The machine did what the mutant scream. It swung one of its mighty claws at her. She moved out of the way as quickly as she could. The claw busted a hole in the floor where Rogue had been standing.

She ran towards where Robert and John were being held. The Metalotron kept spouting out the blue acid as Rogue dogged every drop as best she could. It was strange how this thing seemed to only aim for Rogue's feet as if just trying to wound her. She thought Morganist wanted this thing to kill her not injure her. Whatever Morganist's reasons were for this; Rogue didn't want to find out.

She ran to help the others hoping she would make it there alive.

Kurt remained out of view as he waited for either Rogue to come back, or time running out. He was prepared to help Robert and John if time ran out.

Finally, after what seemed like an eternity, one of Morganist's men said to the others in the chamber, "that's it. I'm tired of waiting for your decision. Your brothers die now."

Kurt heard this and came out of his hiding place. He yelled out, "I don't think so!"

As soon as he said that, two of the soldiers aimed their guns at him. Kurt then realized what he did was probably the stupidest thing he could have done.

Just then Rogue ran by the corner. As she did she screamed out, "RUN KURT!"

Then right after she turned the corner so did Metalotron. Every thing happened so fast. The four soldiers watched Rogue run by them. Metalotron let loose a large amount of blue acid. Robert and John moved away from the soldiers as their feet were hit by the acid. The two boys watched from a safe distance as the acid burned through the soldier's body armor and melted their flesh.

Even though the soldier's were gone they were not yet out of danger. Metalotron beheld what he had just done. Then he turned to Rogue who was catching her breath. After running that fast she was really wiped out.

She noticed Metalotron was glaring at her. Then Borak's voice could be heard from Metalotron. "Well, it looks like you have outsmarted me here girl, but your wits will not save you. What Lord Morganist has in store for you will be more painful then you could ever imagine."

Metalotron then grabbed Rogue with its powerful metallic claws. She struggled as heard as she could to free herself, but it was no use.

Then without thinking Robert leaped onto the back of Metalotron. He reached into the back of the robot's neck and started pulling wires. The metal hulk dropped Rogue and thrashed around to get Robert off its back.

John and Kurt watched what was happening. John yelled to his brothers hiding in the chamber. "Hey, guy's get your asses out here now!"

Inside the chamber Phil quickly opened the door. The two mutants Kitty and Evan looked out from behind him to see what was going on. As soon as Evan saw the Metalotron he cried out, "what the heck is that thing."

Troy ran out of the chamber yelling, "no time to explain come on, just kill the thing without any questions."

The other three brothers circled the robot looking for any opportunity to attack it. Evan ran out of the chamber and began firing spikes at it, trying his best not to hit Robert.

Metalotron smacked all of the brothers away from him and then through Robert off its back. Robert flew through the air and hit the wall hard.

Kitty watched this whole thing. She watched Evan firing his spikes at the thing, Kurt running to the brothers to see if they were all right, and Rogue backed up against a wall. Kitty had never seen Rogue like this, she looked so tired and afraid.

The young girl realized what she had to do. She ran over to Metalotron and used her power to leap into the robot. She then used her power to surge through every wire and circuit of the metal beast.

The Metalotron's electrical system went wild. Many volts of electricity sparked all over his metal body. The huge robot then blew apart. Its metal pieces flew every where.

Rogue watched the pieces fly. She saw the figure Kitty appear where the Metalotron had been standing. She fell to the floor weakened by what she had just done. Rogue and the other three mutants ran over to her to see if she was alright.

Back in Morganist's chamber the X-Men waited for the worst. They soon heard Borak scream in agony. They looked over to him and saw him slip out of the gloves and mask, which controlled the Metalotron.

After the Metalotron was destroyed the mask began to let out electric shocks right in Borak's eyes. He began screaming, "MY EYES, MY EYES!"

Morganist ordered Clase to tend to Borak's injuries. He then walked over to the controlling mask and gloves. He knew that something must have gone wrong. He knew the Metalotron was either broken down or completely destroyed.

He began to breathe in deep angry puffs. Then he let out a long roar that was full of hatred and rage. After he stopped he said to Ganshy, "assemble my men now! Command them all to hunt down the mutants and humans. Tell them to kill them all in the most painful ways possible, but to bring the girl called Rogue to me alive!"