Williams thought quickly and leapt between Kitty and Rachael.

"STOP!" He commanded.

And his voice echoed loudly and faded in to itself carrying with it the memory of what he had said.

"You!" He pointed at Rachael. "Ignore everything he has ever told you and do none of it."

Rachael quivered in place. She could feel the various impulses working against each other in her psyche.

"Do as I say." Williams told her. "Just relax and forget his commands. Refuse to do anything he told you too."

Watts tried to rise. "And you!" Williams screamed at Watts. "SHUT UP!"

Watts looked taken aback. "Do not speak again until I tell you to!" Williams told him.

Williams looked at Kitty. "Ah don't know what to do next." He said, sounding again like Rogue.

"It's … okay." Kitty said softly. "You did… good."

Williams met her eyes. "I've known Watts a long time. He's got a lot to answer for, but… I can set a lot of what he's done right now."

Kitty nodded. "Okay… Just… Trust me. I'm with Excalibur. If you're just trying to fix this then… We're not enemies. We have several people who may need you to do what you just did for Rachael. Can I count on you?"

Williams nodded. "Sure. But… I have some stops to make in town, before this wears off, just in case it's only temporary."

Kitty nodded. "Okay. But lets start off now." She cast her eyes to Rachael. "Are you okay?"

Rachael looked almost hopelessly lost. "Did it happen again?"

"Almost." Kitty called out. "But I think it's okay now."

Williams hailed a taxi that was blocked in by traffic. "Open the trunk." He told the driver – who did just as he was told.

Williams picked up Watts' semi-concious form and tossed him over his shoulder only to plop him unceremoniously in the trunk of the car.

Williams smiled at the driver as Rachael and Kitty made for the car. "We're going down town." He told him. "The back way down Crescent, okay?"

The driver nodded. "I bet Crescent's clear tonight!" he said, opening the door for the ladies.

"What about the traffic?" Kitty eyed the jammed up street.

"Not a problem." Williams told her. "Driver! Use the sidewalk!"

"Right sir! The driver chirped and jumped the curb from a dead stop. "We'll be there in five!"

"Be careful!" Kitty told the man.

"Miss, you don't drive down the sidewalk around here without knowing how!" The man told her, and took a left, the wrong way, down a one way street.

Williams smiled at Kitty. "Some fun, huh Kitty?"

"Who are you?" Kitty asked him. "Why do you talk like Rogue?"

Williams laughed. "I'm one pint Rogue tonight. Had someone swipe a pint of her blood from the mansion in Bayville and took it intravenous earlier this evening. You see, I'm a mimic. I can imitate the power of a person after having had physical contact. But it doesn't last. So I needed to mimic Rogue's ability to absorb a power forever … in order to defang Watts."

"What about Watts' mind?" Kitty asked. "Rogue gets memories and personality traits."

"I only mimic powers generally. But Rogue's ability to absorb memories worked well enough to give me a head full of her at the moment."

Kitty's eyes narrowed. "Rogue won't like that. She's a very private person."

"I know." Williams told her. "I didn't know this would happen. I was really surprised. And now… I'm embarrassed about what an intrusion it was. A part of me wants to kick my own butt for it."

Kitty looked concerned that he might hurt himself.

He smiled. "It's the same part that thinks Scott's got a great smile." He told her sadly. "I'm hoping that it will pass in time. Hopefully I'll forget all her personal stuff too. I really don't feel right… Knowing what I know."

Kitty looked suspiciously at him. "Tell me one thing…" She said at last. "Did Rogue really have a peep-hole in to the boys shower room at school?"

Williams made a pathetically 'caught' face. "Yes. She did. She chipped a tile in the shower when they were rebuilding the high school. They fixed it with putty, but when school started she just knocked the putty out again. She could see the entire row of showers."

Kitty crossed her arms in a huff. "She told me she didn't really have one." She pouted.

Williams smiled at her. "You know why?" He shook his head. "Your grades were too good. She didn't want you getting in to trouble over something like that and screwing up your future. She knows she wasn't going to college and so it didn't matter, but you…" He chuckled slightly. "You were the brain at the mansion that Rogue liked. I think she'd have tricked Jean in to looking if she thought for a moment she'd get caught and expelled."

Rachael's curiosity was piqued. "Mama… I mean… Rogue doesn't like… my mother?"

Williams suddenly barked a laugh. "Rachael Gray! I didn't realize you were kin to Jean! But how is she your mother?"

"Interdimentional time travel accident." Rachael shrugged.

"Oh." Williams looked all caught up. "No, Rogue doesn't like your mother. She likes Scott and since Jean is with Scott, they don't get along."

Rachael sat quietly. "In my world… Rogue smuggled my mother away from my father when he got abusive. Mama Rogue saved her." She eyed Williams. "Why would she would do that?"

Williams nodded. "Because she felt guilty for liking Scott and thought to herself: there but for the grace of god, go I." He shrugged. "At least, that's my best guess."

He smiled softly. "You should really ask her yourself though. I have a feeling you'd both get along."

"Why?" Rachael asked.

Williams smiled. "Because the parts of me that are her… like you already."

"She really … wanted to protect me?" Kitty asked. "And my grades at school?"

Williams nodded. "Rogue envied your intelligence. She felt bad watching you do your advanced calculus homework while she was spending just as much time doing remedial math."

"I remember that… How we used to sit in that little room at our desks working on our assignments. She always did that real world stuff…"

Williams shook his head. "She did the common stuff. Thing everyone had to know. How to do her taxes, balance a textbook… But you did the real math. Computer math, physics. You were the one dealing with the world. Rogue was just dealing with 'the system'."

Kitty swallowed. "I never knew she felt that way."

Rachael smiled at Kitty. "My mom said that about Mama Rogue a lot when I was little."

"She's a very private person." Kitty repeated, understanding it better now than the last time she had said it.

"She is, indeed." Williams smiled like Rogue. "You should hear some of her poetry… Although I won't be repeating any."

"Poetry?" Kitty asked with a headshake… Again... I never knew.

Back on the roof Kurt let himself fall directly backwards as the great electric ball of explosive energy passed over him towards the edge of the roof.

It's too big. He thought, reaching out and snatching a shingle off the roof, he threw it like a playing card and it struck the ball of energy, causing it to explode. Better!

The explosion knocked Tabitha backward on to the roof and Kurt leapt to his feet. He bounded on all fours towards Tabby, grabbing the null-cuffs with his tail as he went.

Forge, still using Lucy's body dove out the shadows where Kurt had made him hide to rest and caught Tabby from behind, holding her arms at her sides.

Kurt rushed to get closer as Tabby began snapping her fingers, throwing explosions back at Lucy's legs and causing Forge to buckle and fall. But he did not let go of her and they rolled towards Kurt.

Kurt caught her one hand and cuffed it. Immediately, the explosive it was wielding fizzled out in her palm.

She elbowed Lucy/Forge in the throat and he felt his windpipe shatter. No! He thought. Lucy! And without thinking he raised his hand to his throat and she managed to hit him with an explosion from her free hand and knock Lucy/Forge backwards to land in a heap.

Tabitha spun on Kurt. "You don't love me!" She screamed. "No one loves me!"

He went to protest but she jerked her cuffed hand away from him, pulling the other (the open) side of the handcuffs away from him.

She feigned a retreat and Kurt fell for it, stepping in to catch her and suddenly…

Tabitha dove for him and forced him toward the ledge.

Kurt felt the other side of the null-cuffs clamp around his wrist. They closed with series of very secure sounding 'clicks' that let him know that they were closed tight.

He tried to teleport away… But it only resulted in him emitting a brimstone 'tuft' of smoke in the air around them.

A portal opened on the roof and Tabby's eyes shot to it immediately. It's the others! They came for Kurt!

"NO!" Tabby screamed at them, throwing an explosive charge from her free hand. "He's mine!" She screamed, and she grabbed Kurt by the arms and dove for the edge of the building.

It was a six-story building with very little decoration or affectation outside. Mostly it was just smooth brick and glass. No flagpoles, no ledges and no way to catch yourself if you were fool enough to fall off the top of the building.

All of this raced through Kurt's mind as he tried in vain to teleport again and, much to his dismay, got even less of a reaction than he did last time.

"No!" He whispered in disbelief as he stared at the ground as it rapidly approached.

And then, he turned his attention to Tabitha. Her eyes were closed. Her arms were wrapped snugly around him and she squeezed him affectionately as she smiled – contentedly.

Seeing no recourse and no other option… Kurt wrapped his arms around her protectively… And did the only thing he could think of.

He loved her… With all his heart.