Disclaimer: Marvel's, not mine.

Thanks to TheRealMai, Antonia, silky black, fudgebrowne, DazzlinShorty, Kira, Star-of-Chaos, ishandahalf, Totally Obsessed47, EmeraldKatsEye, GreenFairyGirl88, Ms.Rogue LeBeau and DemonicGambit for reviewing, as always your reviews maintain my motivation!

Questions that I CAN answer:

TheRealMai: Well, I'm sure that lava lamp pattern is imprinted in your mind by now, with that wait. I'm not sure if Remy's telepathy will be brought into this yet or not, but hopefully some of your other questions are answered in this chapter! And I just couldn't resist making Xavier evil.

Antonia: Last chapter was mainly a view into Rogue's past, referring to a time when she worked for the institute as a spy, recruiting members. The last several sections brought us back to the present day. I don't really know how else to explain the chapter though, but feel free to ask questions, and I will try to answer!

Yeah, sorry guys, most of your questions will have to be answered through out the rest of the story, so keep reading!

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The brick wall in front of him dripped with a slightly oily film, the pit pat of each drop hitting the concrete mesmerizing Remy, as he sat waiting. Rogue and Kitty stood across the large, high rise room, a room that had once belonged to a community of people with mutations like themselves.

He lifted his eyes to watch the two women, although he was unable to hear Rogue's words. Kitty stood tall, with one hand tugging against the opposite arm. Her nearly invisible form made details almost impossible to make out from his position.

He moved his vision to Rogue's face, focusing on her mouth move with each word. Remy gave a loud sigh as he tried to figure out the situation he was in.

Rogue began to walk towards his spot then, leaving Kitty behind. Kitty wandered away, down another corridor. Remy wasn't quite sure what was going on.

Rogue noticed Remy's forlorn eyes as he watched Kitty walk away.

"So, we don't have ta stay here, Ah'm sure ya want ta check up on your folks back home."

Remy barely heard her words. He knew his family could take care of themselves.

"What be her story chere?" Kitty's quiet composure and sad eyes haunted Remy.

Rogue glanced back, her body shaking with an internal sigh.

"She was one o'the first at the institute." Rogue turned back, then joined Remy's side, seating herself on the cement. "She was only eleven, but she seemed cold as stone. As if something had forced her ta grow up too soon."

"Eric put her to work doing small stuff, mostly giving meds ta the patients. Then she fell in love with the newest recruit, Lance Alvers."

"Oh." Rogue turned to Remy at his quick comment. "I've seen his grave. It's near Bella's."

At the mention of her name, silence ensued for a few moments. Finally, Rogue continued, unsure if Remy really wanted to hear the rest, but needing to fill the quiet gap.

"Xavier deemed Alvers too risky ta fight for our cause. Thought he was too cocky, too disobedient. Right around that time Henry discovered a form of medicine to wipe out the X-gene. Lance was just the first lab rat."

"Merde."

"Yeah. When Lance died, Kitty started putting herself on the medication without telling nobody. Then one day she disappeared. Last we saw her, she had been permently placed in her phasing mode. Ah started seeing her again when Ah lost meh memories."

Remy opened his mouth to ask about how she had lost them, eager to know the answer, but Rogue must have caught on quickly, as she stood up in one swift movement.

"Kitty was just visiting the little gravesite down here. We should probably find her and get going."

Remy stood up as well, his brows tense with a swell of confusion and pity.

"Where we going anyway Rogue?"

As she moved forward, Remy followed along side her, marking her every movement with curiosity.

Her eyes tightened as if in realization of something.

"Shouldn't ya be angry with meh Remy?"

"I don't really know ya chere. And I don't know your story." His words were meant to persuade her into explanation, but she stayed quiet, as if soaking in his words.

They walked through a dark hall, lit up only by the light at the end of it. Remy sucked in his breath as the entered the dome shaped room, littered with grave markers and dried flowers. Kitty stood atop a small hill that sat center in the room.

"Who made dis?" Remy found himself whispering as they got closer to Kitty.

Rogue smiled and finally looked at Remy.

"Your friend Ororo did. Before she got real sick." Rogue added the last part quietly, her tone unsure.

"Before I knew her," Remy observed. "She never told me about dis place."

"She probably felt ya had enough to fight for in the institute." Rogue put one hand on his shoulder, surprising herself.

But Remy didn't look at her upon her touch, instead his eyes narrowed, and his steps seemed to speed up.

"Y'were part o'dat institute I was fighting against Rogue."

His hollow, accusing tone frightened Rogue, washing over her skin. They stood a ways from Kitty, letting her make her peace at the top of the hill. Rogue removed her hand and tried focusing on Kitty.

"Ah know Ah was sugah. But Ah was a lot more than that before Ah joined. Ah was Raven Darkholme's daughter. Ah was a criminal, a cold hearted killer before the age o'ten."

Remy shuddered inwardly at her admittance, having a hard time remembering the Rogue he had known being that sort of person.

"With super strength and de ability t'fly to boot." Remy acknowledged.

Rogue took a deep breath as Kitty began to make her way down the hill.

"That ain't meh original power. Ah stole those from someone else." Her words were desperate, covered in shame and guilt.

"What do ya mean stole dem?" Remy asked as he watched her face for an answer.

"Meh mutation is to absorb the memories and life force of anyone that Ah touch. If they have a mutation, Ah absorb that too. It took meh twenty years ta finally feel the guilt for what Ah've done."

Her eyes looked so honest, her thin frame ready to collapse with the self induced mental anguish. Her bright green eyes ready to drop tears.

"You can control dis power?" Remy asked after a moment.

"Ah can now." Her answer was simple as she turned her attention to Kitty.

"Ready ta get going Kitty?"

The girl nodded warily.

"Good, Ah know a place we can go. For now anyway."

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Rogue knew the sewer system well. It was the quickest way to get from place to place without being seen in the city. After a ways of walking Rogue stopped before a ladder, grabbing hold with one hand, a ring on her pinky finger clinking against the metal.

No one spoke as Rogue began to ascend the ladder, the slimy, cool texture of the bars invading her skin. As she opened the sewer cover and lifted herself to the ground, she was happy to see it was dark out.

She watched Remy climb up with ease and then bent her head down to see if Kitty would follow. But as she had thought and sorely knew, Kitty simply stood at the bottom looking up, a smile built on years of being alone trying to urge Rogue to keep going.

Finally Kitty pointed behind her, emphasizing that she would walk back the way they had come. Her body began to flicker in and out, as if losing stability, and slowly, her eyes never leaving Rogue's, she stepped back into the dark tunnels.

Rogue felt his hand touch her shoulder as her hair whipped around her face. She pulled herself to her knees and then stood up. She felt tears rising, soaking her eyelids, and unable to meet Remy face to face, she continued walking, knowing that he would follow.

As she stopped in front of a large apartment complex, her head raised, eyes looking up, she felt Remy's presence behind her. And then a small drop of rain hit her forehead. And another. She felt herself reach her hand out to Remy's side.

"Ah need ya ta trust meh for just a short while Remy. Ah'm gonna fly us up."

She didn't lower her head, she simply let the rain wash over her face. After a few seconds time she felt his warm palm touch hers. She smiled, and stepping behind him, she began to lift them upwards.

She set Remy down on the large balcony and moved to the glass sliding doors. Pulling gently at first she found it locked, just as she had thought it would be. She put both her hands on the door handle, ready to pull with her brute strength, when Remy placed one hand on her forearm.

"No use in ruinin' de door chere," he whispered lightly, stepping forward and picking the lock. The door slid open quietly, revealing the dark penthouse inside.

"Now, now Anna, they always said you were so good at what you did," a voice from behind them said sarcastically.

Remy immediately spun around in defense, while Rogue smiled at the familiar tone.

"And they were always right sugah, that's why they always hired meh instead o'you." Rogue turned around then, meeting the blond haired man with a warm, teasing grin. She noticed Remy's wide look of surprise as he took in the man's massive pair of white wings.

The man chuckled at Rogue's comment, moving forward to embrace her. After their hug, Rogue turned towards Remy, one arm extended.

"Warren, this is meh friend Remy LeBeau. Remy, this is Warren Worthington, a fellow spy and comrade."

Remy's eyes did not warm up at her words, but rather narrowed further.

"Charmed, I'm sure," he muttered instead, his red eyes pronouncing their danger.

"I know that name. LeBeau," Warren pondered. "Are you related to Jean-Luc?"

Remy stiffened at this father's name. "I'm his son."

"My, my, we've got a prince in our midst Anna."

Rogue stepped towards Remy, feeling the tension radiate between the two men.

"Ah don't go by Anna anymore Warren. Just call meh Rogue."

"Finally decided to call the whole thing quits then?" Warren asked, crossing his arms, his eyes trained on Remy.

"Yes," Rogue responded, looking towards Remy as well, her voice quiet.

Finally Warren turned to Rogue, but she didn't notice, her thoughts too caught on Remy.

"And what made a woman like you change?" Warren could tell by the look in her eyes that her answer was the man she stared at so longingly, as if her love could never be reciprocated.

Rogue simply swallowed, and tore her eyes from Remy's.

"We just need ta stay here one night Warren. As a reformed X-Man, Ah'm sure you can understand that, right?"

Warren nodded, and with the gesture of one arm, he began to lead them inside.

"I rarely ever heard de term X-Men used while I was dere," Remy spoke up quietly.

"And you never had met Xavier either, huh?"

Remy sucked in his breath, his eyes gazing in front of him, taking in his surroundings as the entered the apartment.

"Non. But I wasn't dere dat long."

Rogue nodded and decided to wait to ask the rest of her questions. Warren led them down a hall, and opened a door.

"You two can use this room for tonight. I was just starting dinner, I can make enough for the three of us if you wish."

"That'd be great Warren, thanks." Rogue answered.

"Alright, I'll be in the kitchen then," Warren stated, leaving the two to themselves.

Rogue watched Remy enter the large room, his expression unreadable.

"I can take de couch Rogue, you can have de bed," Remy gestured to the two pieces of furniture, wounding Rogue with his cold, effortless tone.

Rogue moved forward and leaned against the bed. Remy sunk into the couch, resting his arm against the side as he placed his hand on his head, leaning into it. He rubbed his eyes with that hand before meeting Rogue's eyes again.

"So, did something go on between you and Warren I should know bout'"

Rogue supposed she should be offended by the comment, but the fact that he asked that question first, that he was curious about her past relationships only made her smile inwardly.

"No. We worked together a few times. Warren had his eyes on someone else."

Remy nodded, his eyes searching the floor. "So what made him quit?"

"That someone else," Rogue stated simply.

Remy snorted, shifting his position on the couch. "Love be a fucked up thing, huh cherie?" Remy asked a bit bitterly, as he ran a hand through his hair. When Rogue didn't respond he looked up, taking in her forlorn expression, eyes on the bedding. "So who was de girl anyway?" Remy asked, hoping to change the mood.

Rogue fingered the cloth. "It was Betsy." Rogue took a deep breath. "She musta died while Ah was gone." Remy could hear the sad tones in her voice, and without thought, he stood up, moving to her spot. He had a strange need to comfort her. But inches away from her he stopped, crossing his arms. In a choked up voice Rogue turned to Remy.

"Y'said Logan killed her?"

Remy nodded solemnly, taking a seat beside Rogue. He could see the water welling up in her eyes. Slowly, he rose one hand to her face, moving a strand of hair from her eyes.

"M'sorry chere."

Rogue bit her lip, nodding in response. She looked down to her feet, afraid to speak for fear of crying. Suddenly, she felt Remy rest his hand on her shoulder.

"Logan wasn't a bad man Remy." Rogue shuddered, reliving a moment from her past. "He had a good heart, surrounded by a tough exterior." Rogue paused, pinching the skin between her eyes in effort to stop her tears. "It was the medicine that finally drove him insane."

"I had heard he was on o'Eric's best." Remy offered, squeezing her shoulder. "Why's Xavier killing off so many?"

"Cause the powerful mutants are the most risky to their cause," Rogue spat, clenching the bed below her tightly. "Logan was a loner, unwilling ta listen to all their rules and regulations."

"I got de feeling dere was somethin' else too Rogue," Remy said, removing his hand. "Something dat involved Jean maybe?"

Rogue collapsed backwards then, laying flat on her back on the bed.

"He loved her so much Remy. And she did love him, Ah know she did."

"It's hard t'imagine dat woman loving anyone chere," Remy said, lying back alongside her. "She's stiff, just like her boyfriend Scott. Dey be perfect for each other."

A few seconds of silence passed, as they examined the canopy to the bed they lay on. Remy leaned on his side, facing Rogue, tracing the length of her body with his eyes.

"Jean thinks Scott is being drugged, she asked me bout' it." Remy said, breaking the quiet air.

"Scott's not being drugged. He's too important." Rogue rolled over to her side as well, gazing at Remy quickly before glancing at the sheets. "That bitch gave up Logan's love for that life."

Rogue's words swelled with anger and a sadness that reflected the choices she had made. Remy reached forward, cupping her chin with his hand.

"De people dat don't fight for love are de ones dat don't deserve t'be happy in it. You ain't dat kind o'person Rogue. It wasn't your fault Logan did what he did."

Rogue swallowed against Remy' s hand, and closing her eyes, she let a few tears escape. She nodded as Remy released his grip and sat up from the bed.

"Now come on chere, lets go eat something. You'll feel better den."

As she felt Remy's weight lift off the bed, Rogue sighed. She wanted desperately for him to stay by her side, just a few seconds longer, and reassure her that she had something left to believe in and move on for.

But instead she stood up as well, and followed behind him out the door to the kitchen.

.......................................................................................................

The three sat around the dining room table as Rogue explained their situation to Warren. Remy took long sips of his wine, a dim numbness washing over his unsure mind, as he watched Rogue speak.

"Surely they already know you're here." Warren stated after hearing everything. "Xavier will just pick up your mutant signature."

Rogue tapped her head. "Uh uh Warren, remember Ah took over Carol's mind blocks and their control when Ah absorbed her. They went down when Ah lost meh memories, but Ah got em' back now."

Warren rose a hand towards Remy, who sat nearly unaware of their conversation, his eyes focused on the table cloth and the glass of wine in his hand.

"And what about Remy?" Warren asked.

Rogue opened her mouth to speak, but Remy beat her to it.

"I got strong mental shields Warren. Xavier can't get past them." Remy took a sip of his wine, watching Warren over the rim of his glass.

"I thought your power consisted of kinetic energy, do you have telepathic abilities as well?"

Remy shrugged. "Don't think so."

"What would make Xavier trust a thief?" Warren pondered, watching Remy. "Especially one with eyes such as yours, demonically dishonest."

"Warren, please," Rogue protested.

"No chere, he's got a point. I ain't a man t'be trusted. Don't know what his plan was wit me."

"So what brought you to the institute anyway Remy?" Warren asked.

"My wife." Remy stated coldly.

"Oh." Warren stated, noticing Rogue tense up. Standing up, Warren began to collect their plates.

"Dere was a bathroom in dat guest room, non?" Remy directed towards Warren.

"Yes, there is."

Remy stood up, thanking Warren for the dinner, bowing slightly as he excused himself to take a shower.

When he had left the room, Warren spoke.

"Well he was definitely raised royally, a true, respectable thief."

Rogue nodded, concentrating on the dishware she was gathering.

"I heard about your last mission Rogue. Was he it?"

Warren's blunt question caught Rogue off guard, as her head shot up in surprise.

"Yeah. Yeah he was it. The love that caused meh ta quit." Rogue dumped her dishes in the sink, leaning back against the counter. She shut her eyes as she inhaled deeply. "But how could a man like that love a woman with a past like mine."

"I think you under estimate the duties of a thief in the Thieves Guild Anna."

Rogue cringed at the name. "Anna Darkholme killed his wife Warren. And he knows it."

"Oh, well," Warren cleared his throat, then took a long sigh. "I've seen the way he looks at you Rogue. If he was something that was enough to make you quit and lay down your life, than a spark must exist somewhere. You are not a rash woman Rogue. You were trained not to love."

Rogue nodded. "Ah know Warren. We both were, and yet love caused both of us to slip."

Warren lifted her chin up with one finger, forcing her to meet his eyes.

"I take that is a good sign Rogue. Love moved us away from the harmful situation we were in." His eyes glazed over with pain, as if a far away memory had been touched. "I lost my love. Yours is still alive Rogue."

He removed his hand, turning to the sink. He was right.

"Thank ya Warren," Rogue whispered, placing one hand on his shoulder before she exited the room. She could feel him smile in response. Warren's heart would be forever unhealed. Rogue would not allow her heart to remain that way. She would fight.

Surely love was worth that much.