Review Responses:

ishandahalf: And again, you were my first reviewer. :) Y'know, at first I thought it was kinda neat...now it's just weird...:P And I love the nickname you've given my villainess: "stupid Carly garbageface" Very appropriate, I think. I'm glad you liked Remy's little remark. That seems like something he would do, y'know. To let her know that they'd get through the crisis. Too bad the guys I know don't do sweet things like that....Anyhow, sorry to disappoint ya, but there is quite a bit of more badness coming. Anyhow, thanks for the review and the kind words. You're the greatest, you know that? Of course you do! :)

Abaiisiia: Thank you for the lovely review! Like I said before, I was nervous about posting it because it felt choppy to me and also because of the lack of Romyness. But I promise, much Rogue and Remy interaction to come.

Jukebox: A battle scene indeed, and I hope you aren't disappointed. Thanks for the review. :)

Kat: I agree with you 110%. Cyclops is a very deep character. And he has soooo many dimensions. I love writing him because there are just so many possibilities for what I can do with him. I'm glad you like how I'm portraying him. I hope no one sees it as out of character. But like you said, this whole mess with Emma is out of character so...:P Thanks for the review!

JollyRocker: As you can see, I released my hostage. :) He was getting very restless. Anyhow, thanks for the review and kind words. As for the wedding, let's just see if they live that long...

angyxoxo: Heh, when I proofread chapter 15 it seemed to go by really fast too. Go figure. Yea, Bobby's pretty upset about the crazy lady trying to take him out, not to mention his friends. He's another character I love to write. He's a big clown, but he has so much potential. You can do almost anything with him. And yes, Scott is a big jerk. But that's Marvel's Scott. This is my Scott and he would NEVER cheat on Jean. And yea, he's uber protective of her anyway and now that she's pregnant...well, the bad guys just better watch out.
You don't have to keep bringing up my 6 months of absence, y'know. I feel bad enough as it is. :P j/k
Thanks for your kind words and interest in this story. There are 6 chapters left, so it should be done by the end of the month. Then I plan on working on Renegades, Rebels and Rogues nonstop. So stay tuned. :)

enchantedlight: As you wish...an update! :)

Star-of-Chaos: Don't worry. Carly will get hers...eventually...maybe...

IvyZoe: Angel and Psylocke's fates are revealed in this chapter. As for Remy...he is the ultimate romantic, isn't he? I mean a man who can love a woman he can't touch is one in a kazillion.:)

B-Marie: Thank you so much for the wonderful reviews! I always welcome new readers and I'm glad you are enjoying the story thus far. :) As I said above, as soon as I'm done with this fic, I'll be working nonstop on Renegades, Rebels and Rogues.

Thank y'all so much for reviewing. It's your comments that keep me sitting at my computer working late into the night when I would otherwise just give up on my stories and go to bed. :)

Short recap from chapter 15:

"It's Carly! She's coming!" Xavier screamed as he yanked Cerebro off his head and tossed it aside, "X-Men prepare for battle!"

Logan stepped toward the door. "Been waitin' to hear those words all evening."

Cyclops surveyed the room silently then closed his eyes.

"Scott?" he opened his eyes at Jean's pleading tone.

"What is it hon?" He attempted a smile as he kneeled and brushed her bright hair away from her sweaty face.

"Carly's sending out some sort of psychic shock waves. As long as she does that, Charles and I are useless to you. We need you to distract her long enough to give us a moment to recover. We may be able to beat her Scott, but not if she keeps us out of the fight like this." Jean cried out again as another wave assaulted her. Scott watched his wife writhe in agony on the cold metal floor for a moment and then turned to his team.

"Danger Room. Lights on." The room lit up instantly. "We may as well see what we're up against." He said more to himself than to the others. "Okay team, be careful. Watch your own back as well as each other's. And hold nothing back." He turned toward the door, "What are you waiting for Logan? Let her in."

Okay, so everyone caught up? Good. Onward!

I don't own the X-Men. But I do own the bad guys. Sooo, yay - go me!

Somebody Else's Song - Chapter 16

Wolverine felt the keys beneath his finger as he punched in the pass code. This wasn't the ideal situation. He felt vulnerable trapped in the Danger Room. He hated feeling vulnerable. He hated feeling trapped. He swallowed and took a few claming breaths. He had to be on top of his game this time. There could be no mistakes or they were all screwed.

"Ready?" He asked his teammates, his index finger poised above the "enter" button.

A pained groan from Charles prompted a slight change in plans.

"Nightcrawler," Scott turned to face the teleporter, "Get the Professor, Jean and Rogue up to the control room then get back here ASAP. They should be safer up there anyway." Why didn't I think of that before? Damnit Summers, you've got to be on top of things this time. It can't go wrong like last time...

"No way," Rogue stepped forward, "Cyclops, please. Ah'm the reason she's here. Let me fight."

"Don't think so darlin'," Logan didn't even spare her a glance.

"Rogue," Cyclops took over, "You are their target and you're powerless. I suggest you sit this one out."

Rogue opened her mouth but Gambit silenced her with a look.

"Dey be right, Chere an' you know it."

Knowing she was fighting a losing battle, Rogue stayed silent. Noticing her face, Remy lowered his voice, "Please stay away from dese folks, Rogue. Don't want to lose you to dem again."

"Okay. Alright," She whispered and moved to kiss him softly on the lips. She hugged him briefly and whispered in his ear, "But Ah don't want to lose you to them either."

He gave her a crooked smirk that conveyed every ounce of his arrogance and pulled out a fresh deck of cards.

xxxx

With Rogue, Jean and the Prof hidden in the control room Kurt teleported back to the rest of the team and gave an affirmative nod to Scott letting him know that the three of them were safe for the time being.

"Ready when you are," Scott said quietly. Logan pressed the final button and the large metallic doors swished open.

"There's no one there," Shadowcat stated the obvious.

Logan stepped out into the hallway cautiously, "No sign of 'em, Slim."

"Everyone, stay alert! We can't afford---"

Scott's order was cut short as the X-Men were suddenly thrown in various directions from an explosion behind them. Logan was the first to recover. He looked over to the now present hole in the back of the Danger Room and his blood ran cold. Heavily armed solders came running through the opening.

He looked to his left to see Gambit walking towards him with Cyclops' arm around his shoulder. Scott was limping badly.

"Oh, shit."

xxxx

Rogue picked herself up off the cold metal floor of the control room. What in the world was that? She shook her head to clear it and walked over to peer out the observation window. And then, she wished she hadn't.

"Oh mah god..." was all she could manage as she took in the sight before her. A gaping hole was at the far end of the Danger Room. From that hole filed dozens of soldiers.

"What is it?" Jean joined her at the window and gasped. "Oh, no..."

"What has happened?" Xavier questioned from his spot on the couch in the back of the control room. He struggled to sit up on his elbows, but gave up when he realized just how much Carly's attacks were weakening him.

"The bad guys just blew a hole in our Danger Room and the X-Men are down. Wait. There's Logan!" Rogue pointed, "He's up! What about the others? Can you sense 'em, Jeannie?"

Jean closed her eyes for a moment then turned to Rogue, "They're all alive. Nightcrawler, Colossus and Iceman are unconscious, but everyone is alive."

"There's Remy! And Scott!" Rogue pointed at them though the thick glass.

Jean felt relief course through her at the actual site of her husband. Then her face contorted in agony as she fell to her knees clutching her head.

"Jean, what's wrong?" Rogue knelt beside her. Xavier let out a whimper from his place on the couch.

Another one o' those damn metal waves that bitch is sendin' out...Ah gotta do somethin'...

She heard shouting from the Danger Room and stood to look back out the window. The solders had their guns trained on Wolverine, Gambit and Cyclops. They were telling them to surrender.

"They're outnumbered nearly fifty to three..." Then she noticed how Scott was leaning on Remy to keep upright and how Remy was cradling his right arm to his chest as if it were broken. "And they're hurt." She focused on Remy's face, and for a moment, time stood still. His handsome features were drenched in sweat. Blood ran out the side of his mouth and from a deep gash in his forehead. He winced every time he took a breath.

"Screw this," Rogue said disgustedly, turning away from the window. "That bitch ain't hurtin' my family anymore. And she sure as hell ain't hurtin' mah man again."

xxxx

"So what's de plan, Fearless?" Remy attempted as smart-alecky tone, but it came out sounding forced as he wiped the blood from his lips.

"We blast 'em and Logan slices 'em?"

"Sounds good to me, bub." Logan growled as one of the soldiers again told them to surrender.

"Stand down, men." A new voice echoed through the Danger Room. A tall, camouflage clad man stepped in front of the soldiers. He looked the three mutants over and smiled. "Good evening gentlemen. My name is Colonel Greene."

"I don't give a fuck who you are---"

"Now, Wolverine. Is that any way to talk to a guest?"

Momentarily thrown by the man calling him by his codename, Logan only growled in response.

"Cyclops. I suppose I should be addressing you. I propose a trade. You give me Rogue and Xavier and we promise never to bother any of you or this school again." The lie rolled easily off Simon's tongue. All the muties would die tonight. Even the young ones in the tunnels below. He would kill them all to make Carly sane again.

"You go ta hell," Remy spat at him, eyes glowing dangerously.

"Tsk, tsk, tsk. I thought you'd say that." The Colonel gave the three men a fake smile. "Very well then. Men? Guns up."

The soldiers pointed their guns at the three X-Men.

"Attack with everything you have on my mark," Cyclops said quietly. "We go on three."

"Ready..."

"One..."

"Aim..."

"Two..."

Before either side had a chance to react, they found themselves surrounded by thick green foliage. Then from out of nowhere appeared several huge dinosaurs.

xxxx

Rogue smiled as she watched the solders scatter, trying to escape the huge raptors, "Ah do love the Danger Room."

xxxx

"Rogue," Remy smiled and looked over at Logan. "Dat girl is somethin' else ain't she?"

Logan grinned slightly, "Come on. We gotta find the others and regroup."

xxxx

Rogue crept through the bushes scanning the "Savage Land" for sight of her friends. She heard something behind her and turned to see Kitty Pryde.

"Thank goodness! Ya alright, Kitty?"

"Yea. My side hurts. Think I bruised a few ribs, but I'm okay. What are you doing down here? Cyclops said---"

"You seen anyone else?" Rogue cut her off.

Kitty shook her head. "Good thinkin' by the way. The Savage Land. We run this sim all the time. We all know it like the back of our hands."

"And Ah was countin' on that bein' our saving grace."

xxxx

"Do you have them yet, Simon?!" Carly's shrill voice screamed over the communicator on the Colonel's shoulder.

"We're doing the best we can, but this...place isn't making finding them very easy."

"You are such an incompetent moron! I'm on my way down."

Simon switched the communicator off in frustration and continued his search.

xxxx

"Uh...Mein head..." Kurt Wagner struggled to sit up. Finally managing to get himself upright, he leaned against a large tree and allowed his head to fall back. "Gott..." He closed his eyes, trying to lessen the throbbing pain at the base of his skull. Nearly gasping for breath through the pain, Nightcrawler managed to press the communicator on his shoulder.

"This is Nightcrawler. I am alone and injured. I need help, please..." Hearing no response after a few moments, Kurt realized that his communicator was probably damaged in the blast. Either that or there's no one left to help me.

He tried to get up, but fell back against the tree as a wave of dizziness overcame him and the world went black.

xxxx

"Over here, Kitty!" Rogue whispered urgently, motioning for Kitty to follow her. "Ah found Kurt!" She knelt beside him and felt for a pulse. Finally feeling proof that he was alive beneath her fingers, she turned to where Kitty stood behind her. "He's alive, but we gotta get him outta the Danger Room before he gets hurt any worse."

"I can get him down to the lower levels with 'Ro and the kids. Someone needs to check on them anyway."

"Okay. I'll keep lookin' for the others."

"Rogue, are you sure that's a good idea? I mean, you don't have your powers anymore---"

"Ah'm more than mah damn powers, Kitty! And Remy and the others are still out here. We have to find them."

"Okay! Okay. You're right. Just...watch your back."

"You too."

xxxx

Gambit wiped the sweat from his forehead with his dirty palm, smearing grime and blood across his skin.

"Anyt'ing yet?"

"Shhh. I hear somethin'." Logan sniffed the air and a hard look came over his face. "I'll be right back. You and Cyke stay here."

Remy nodded and went back inside the cave where Scott sat against the wall. Gambit sat across from him. He cringed when he accidentally moved his injured arm.

"What's going on?"

"Wolvie smelled somet'ing. T'ink he went to go do a li'l slicin' an' dicin' wit'out us, ami."

Cyclops let out an exasperated sigh, "I told him that we needed to stay together until---"

"Cool it, Slim. I'm right here," Logan's voice came from the mouth of the cave. "And look who I found."

He shoved someone forward. In the dark cave, Remy just could make out the form of the newcomer.

"Rogue?!"

"Hi sugah," she smiled lightly. "How's your arm?"

"What de hell are you doin' down here, girl?" Remy was on his feet immediately. "Are ya crazy?! You're completely open to attack! Dat woman be crazy an' she's comin' after you--"

"She's comin' after all o' us, Remy!" She yelled back, completely fed up with her teammates thoughts on what was best for her. The four were silent then as the truth in Rogue's words echoed through the damp cave. "Ah'm sorry. Ah shouldn't have yelled---"

"Nothin' to be sorry for," Remy stepped towards her and crushed her against him with his good arm. "You're scared. We all are." He kissed her hair as she wrapped her arms around him.

"Yea, we're flippin' terrified," Logan interrupted them. "Now can we please go kick some ass?"

"We've got to find the others before we go headfirst into a battle, Wolverine. Everyone else could be out there somewhere hurt and unable to defend themselves for all we know."

"Ah've seen Kitty and Kurt. Kitty's fine. But when we found Kurt, he was unconscious. Kitty took him down below. She was gonna check on the students and Storm while she was down there."

"So that leaves Colossus, Iceman, and Beast still M.I.A. We have to assume that they are still alive."

"They are alive." Logan insisted, giving Scott a harsh glare.

Ignoring him, Scott continued, "I can't walk so I'm more of a liability than anything at this point."

"Then the three of us will go find our people."

Scott was silent for a moment, then realized that they didn't have much choice. "Alright. But be careful and stay alert. Do any of you have a working communicator?"

"Oui," Gambit nodded, still holding Rogue against him.

"Good. Contact me with any news."

xxxx

"You shoulda gone wit' Kitty. Least down dere you'd been safe."

"What, Remy? You don't like the idea of diein' by mah side?" Rogue tried to tease him, but her heart really wasn't in it.

Remy shook his head, "Don't much like de thought of you diein', petite." He sighed and stopped walking, catching her wrist in his hand, he turned her to face him. "I wan' you to promise me somet'ing, Chere. If we come up on some trouble, you get away. Get back to de cave an' stay dere. No matter what happens. No matter what you see."

"Ah..."

"If you love me, Rogue, den you'll do dis."

"How can you ask me to do that, Remy? Leave you and Logan behind to die?! Ah cain't and Ah won't."

"Rogue---"

"Shh!"

The arguing couple looked up ahead of them to see Logan giving them a hard glare.

"If you two are done, there's somethin' up here you outta see."

xxxx

"Shadowcat!" Paige gasped as the petite brunette phased through the ceiling with her injured teammate. "Oh, god."

"Don't sweat it. He's alive. Is everyone okay down here?"

"Storm woke up a while ago, but she passed out again. Her vitals are okay and we stopped the bleeding. Jubilee can't sit up for long periods of time, but she's forcing herself to stay awake in case the two of us have to evac the other kids. The other students are terrified."

Kitty looked closely at Paige and past her to where Jubilee sat up against a wall, head back, breathing deeply. They had grown up a lot in the last hour.

"Okay," Kitty nodded. "You guys are doing really great, Paige."

"Thanks." Paige replied quietly as she helped Kitty move Kurt. When they had him resting comfortably next to Storm, Paige spoke again. "Do you think I should call Sam now? Beast said to wait. I guess he wanted someone to be in reserve in case we needed them."

Kitty thought it over for a minute, "Go ahead and call him."

"Cecilia too? She can help with Jubes, Storm and Kurt."

"Yea. But tell them to be on their guard and come in through the tunnels. And tell them to be careful. I'll stay with you until they get here."

xxxx

"Oh mah god. Are they all dead?"

"Smells like it," Logan sniffed the air again just to be sure.

"Looks like it." Remy felt relief flow through him. No danger would be found here.

"Apparently the Danger Room doesn't like intruders anymore than we do."

Gambit knelt and picked up one of the dead soldiers rifles and checked it, "Dis son of a bitch didn' even got a shot off."

Rogue looked away and fought back the bile that rose in her throat. The bloodied pieces of her enemies strewn across the jungle floor was ghastly. No matter how much she hated these people, she hated to think about how they ended up this way.

"You alright?" Logan grunted.

"Ah'm fine. Jus'...ain't too fond of the sights and smells of a massacre."

"Well, good news is we don't have to worry about these guys anymore. There aren't that many of them left alive now."

"Bon," Gambit tossed Rogue the rifle. "Now it's a bit more fair. An' you keep dat t'ing wit' you."

"Now why would she want to do that, X-Man?" A new voice called from behind them.

"Fuck," Logan cursed. The stench of blood had been too strong for him to smell anyone sneaking up on them. He whirled around, claws out, ready to fight.

xxxx

Hank McCoy silently thanked his lucky stars and whatever deity that had seen fit to watch over him as he made his way through the dark underbrush of the "Savage Land". He had survived the latest explosion relatively unscathed and just moments ago he had heard screaming from the far side of the jungle and could only assume that their enemies had fallen victim to the Danger Room. He couldn't deny that he felt tremendously relived that at least some of the soldiers were no longer a problem. He was desperately racking his brain, trying to figure out his next move when something to the left of him, deeper in the foliage caught his eye.

"Bobby! Are you alright?" Hank leapt through the bushes to get to his friend.

"I'm fine, Hank." He didn't look fine. He was drenched in sweat and dirt and he was leaning heavily on a tree. His lip was busted and his nose looked broken. "Where the hell have you been? We've been lookin' for you."

"We?"

"Me and Colossus. He's the only other person I could find in this place."

"Ah. And where is Petey Pureheart?"

"Behind you," came the thick Russian accent. Beast turned to see his teammate in his armored form.

"Good to see you looking intact, Colossus."

"You, as well, my friend. Iceman, have we any new options?"

"None that I've been able to find. And I can't raise anyone else on my communicator.

Beast was silent a moment, "Then we may be the only ones left. In which case, our first priority is to evacuate the children."

"You're right. Okay, new plan. You two go ahead down to the tunnels and start the evac. I'm gonna head to the observation room to see if I can find the Prof, Jean or Rogue."

"Bobby, perhaps one of us should accompany you?" Beast eyed his friend with concern. Bobby looked like he could pass out at any given moment.

"No. The kids are our priority, Hank. If I don't find them soon, I'll be right behind you guys. Agreed?"

"...Agreed."

xxxx

Instinct had Gambit instantly put himself between Rogue and their adversaries. One he recognized as the Colonel, four were soldiers that had manage to escape the wrath of the Danger Room and the sixth figure could only be Carly. He watched Wolverine out of the corner of his eye, ready to follow his lead if he decided to go for an attack. Instead, the old Canadian stood his ground, claws out, looking mad as hell.

Remy weighed his options. Five guns and a psychic against his agility and two decks of cards. He figured he had a pretty decent chance, even with one arm out of commission - especially if Logan had his back.

Careful, Remy. An unfamiliar voice echoed in his head. Perhaps you should think about the situation you're in before you go and do anything rash.

It was Carly's voice. He looked at her then, cold anger burning in his red irises, "Get outta my head," he managed to ground out through clenched teeth.

"You X-Men certainly are a rude bunch," Simon grinned. "One would think that you'd be a bit nicer considering the situation you're in."

"And what situation would that be, bub? Six o' you against three X-Men. Seems the odds are in our favor."

Simon had his gun up and pointed directly at Wolverine's skull in less than a second. He smiled, "In case you've forgotten, old man, these bullets are adamantium. Let's see who's metal wins. Mine or yours."

"Enough of this. Rouge," Carly addressed her enemy directly for the first time. "You are a hard one to kill aren't you? I suppose this time, I'll have to kill you with my bare hands to make sure the job is done right."

"Anytime you wanna go hand-to-hand, Ah'm ready. You just make sure you don't go usin' any o' them powers o' yers and keep them boys there back," Rogue stepped around Remy as she called out her challenge.

"As tempting as that sounds, I'll have to decline. I have nothing to prove to you little girl. All I want is to make you suffer. And I think I know exactly how I can accomplish that." Smiling, Carly upholstered the pistol on her hip and aimed it at Gambit's heart.

xxxx

"Charles? Charles, are you alright?" Jean crawled across the floor to where her mentor lay motionless on the couch. She closed her eyes and focused for a moment, then helped him ease back into consciousness.

"Jean? What's happened?"

"I'm not sure. Carly's attacks have stopped for the time being. Either she's gone, the X-Men beat her, or she figures you and I aren't worth the trouble anymore. She probably thinks she knocked us out of the fight for good."

"Well, Phoenix. What say we prove her wrong?"

xxxx

"No. Please...Ah'll do anything you want," Rogue took a step towards Carly. "Please don't hurt him. Ah'm the one who killed your brother. The X-Men - they have no part in this. It happened before I met any of 'em!"

Gambit silently watched his adversaries. Carly's gun wasn't the one he was worried about, despite the fact that it was pointed at him. The woman was sick. She could order a bullet from any one of her goons telepathically at any moment.

"I hate fuckin' telepaths," he said quietly. Only Logan heard him.

Wolverine gave him a grin, "I'm beginin' to dislike them myself."

"You don't seem to understand the concept of revenge, Rogue," Carly taunted, ignoring the other two X-Men. "I don't just want you dead. I want you to suffer like I've suffered. As a matter of fact, I think I'll be able to link your mind with Remy's. That way you can feel him slip away like I did Kenny."

"Somehow, I just don't think that's gonna happen."

A new voice interrupted the conversation and before anyone could move, a wave of ice crashed through the trees separating the X-Men from their enemies.

"I suggest we get the hell outta here," Iceman appeared in front of them one his own mini-wave of ice. "Anyone going my way?"

xxxx

Wolverine paced the dark cave, muttering to himself. He, Rogue, Gambit and Iceman had managed to escape back to the hideout via Iceman's wave. For the last half-hour, they had done nothing but discuss strategies. It was beginning to piss him off.

"Can we just make a move already?!" He practically yelled, cutting off Scott's latest plan, "The longer we hide out in here, the longer they have to regroup and figure out how to take us out. It ain't like there are a hundred of 'em. There's six of 'em left out there. Me and Ice could take 'em by ourselves."

"Oh, no. I'm gettin' a peice o' dem too." Remy retorted from his spot in the corner where Rogue was seated snuggly between his legs. Logan looked over at him and made a disgusted noise as he began pacing again.

Remy opened his mouth to say something but Rogue stopped him by placing two fingers on his lips. She moved her fingers and kissed him lightly, "Now ain't the time, sugah." She whispered.

"Anytime's the time to piss him off."

"Just...hush. Please?"

"Okay, p'tite. Whatever you say. You de boss."

"And don't you forget it," she turned back around to face the others.

"Wasn't plannin' on it." He kissed the back of her neck through her hair. "I love you." He whispered against her.

She leaned her head back against his shoulder, completely ignoring Scott and Bobby as they continued their discussion, "Ah love you, too."

"Y'know I t'ought I told you to high-tail it if we ran into trouble. Instead you go and challenge de woman to a fist fight."

"She was aimin' a gun at you, Remy. Ah done seen you get shot once. Once is more than enough for me."

He squeezed her against him, "An' I've seen you layin' in a hospital bed wit' no chance o' recovery. So how 'bout dis? If you promise not to taunt de crazy lady, den I promise not to get shot again."

She turned and kissed him again, "Deal."

"Jean," was the only explanation Logan offered as he stalked toward the mouth of the cave.

The other X-Men sat anxiously in the cave, waiting for Logan to come back. When he did, Jean was with him, carrying the Prof in a telekinetic bubble.

"Scott, are you alright?" she knelt beside him and ran a hand over his face. "Your leg---"
"It's fine. Are you okay?" She nodded and smiled sweetly before falling into his embrace.

"I think I have managed to hide us from Carly for the time being," the Professor addressed his team a few moments later. "But I cannot do that for long before she picks up on it. I also sense that back-up has arrived. We're outnumbered. There are nearly sixty of them. However, Jean and I have a plan."

xxxx

"Dis plan sucks!" Gambit yelled, racing through the jungle at breakneck speed. Wolverine was right behind him.

"Shut-up and run, Gumbo! They're gainin'!"

The two X-Men came to a clearing and nearly doubled over from exhaustion. They turned around to see the soldiers through the trees running towards them.

"Playtime." Remy smiled pulling out a deck of cards as Wolverine unsheathed his claws.

xxxx

"Two of the X-Men are headed East. My men are gaining on them," Simon assured his lover.

"Oh, Charles, how predictable," Carly smiled. "Tell your men to hold back. We're on our way."

xxxx

"What de hell?" Remy and Logan watched as their enemies stopped at the edge of the forest.

"Shit. They ain't comin' into the clearin'. I think they know what we got planned."

What do we do, Chuck? Wolverine asked their leader.

There was no response for a long moment. The two X-Men watched the bad guys watch them. No one moved.

xxxx

"We have to take the fight to them, Charles." Scott said, "She knows our plan. We don't have any other choice."

"Professor, you better think o' somethin' quick!" Rogue urged toward the opening, "We have to help them."

Xavier said nothing. Logan and Remy were a few hundred yards away and if Carly got to them first...

He looked at what was left of his team. Bobby was injured, though trying desperately not to show it. Cyclops couldn't walk. Rogue was powerless, though she clung to the gun Gambit had given her for dear life. Jean entered his mind and spoke to him.

Professor, Scott's right. We have to go. Logan and Remy don't stand a chance alone.

I know that. But I have no transportation. Bobby and Scott are hurt. Rogue---

I can carry you with my telekinesis. And I think I can fashion a splint for Scott with my telekinesis also. Bobby and Rogue can take care of themselves. Charles, we need to go. Now. Otherwise, Carly has won.

You're right. Win or lose, this will be our last stand. Contact Kitty, Jean. Tell her to evacuate the students and get as far away from the school as possible.

xxxx

Cecilia Reyes slipped though the shadows around the back of the mansion. Paige had called her moments ago on her cell and breathlessly told her what was happening. Cecilia had raced back to the Institute at breakneck speed, parked her car down the road and approached the school on foot so as not to be seen. Perspiration gathered across her forehead and on her top lip as she crept closer to the hidden door that led to the underground tunnels beneath the school. She reached out for the doorknob, but was suddenly pulled away from the door. She felt an arm wrap around her waist, while her mouth was silenced by a gloved hand. She started to scream and struggled against her assailant.

"Hey, hey, hey. Hush, will ya? Ya want the bad guys to hear us?"

She stopped struggling and felt the man's arms relax around her. She whirled and found herself face-to-face with Sam Guthrie.

xxxx

Phoenix, Cyclops, Wolverine, Iceman, Gambit and Rogue stood in the middle of the clearing. The Professor was several feet behind them, shielded by a huge boulder. Jean had provided Scott with a telekinetic splint and though every step pained him, he could at least walk now. Rogue stood beside Gambit, their hands clasped together. They watched as slowly, with guns drawn, their enemies emerged from the forest, Carly and the Colonel in the lead.

"Ready, Chere?"

"Sure," she replied tightly, dropping his hand and raising her rifle. "You be careful, darlin'."

Remy placed his hand on the rifle and lowered it from her shoulder. He turned her face towards his and kissed her lips gently. He pulled away, smiled at her, then turned back to the task at hand. Rogue couldn't help the small grin that escaped as she raised the gun again.

"Xavier," Simon called across the field, "We're willing to give you one more chance. Turn yourself and Rogue over to us and we'll leave."

"And I'll give you one more chance, bub. Get the hell outta here or I'm gonna show you the best way to use adamantium," Logan called back.

Simon smiled at him briefly. Then raised his gun and opened fire.

xxxx

"Are you trying to give me a heart attack?!" Cecilia swatted Sam's chest, "What's wrong with you?!"

"I was tryin' to stop you before you went in to let you know you had back-up. Shouldn't we form some kinda plan before we go in there?"

As if to answer his question, multiple gunshots could be heard from inside the building.

"Oh my God," Cecilia gasped. Before she or Sam could react, the door behind them flew open and Xavier's students came running out. The terrified kids shoved past the two adults and kept running towards the front of the estate.

"Cecilia! There were some baddies around that side of the house standing guard. We gotta stop the kids before they---"

"Say no more," Cecilia stepped forward and called on her mutant curse. The thing that made her different. The thing that had ruined her life. In an instant, a huge plasmic force field surrounded the fleeing students. She concentrated and forced the children back towards her and away form the enemies waiting yards around the corner.

"It's okay, kids. We'll get y'all outta here. Just not that way." Sam stepped toward them so that they could see his face better.

"Sam?" Paige's voice called form the doorway. She held the door open with one arm, her other was around Jubilee. The raven-haired girl slumped against her, nearly unconscious.

"Paige," relief flowed through him at the site of his baby sister alive and well. Beast came out behind her carrying Storm. "Where are you guys going? Where is everyone else?"

"Either dead or fighting," Beast answered. More students continued to file out behind him. "The Professor sent us a message to get the children out. I fear our friends don't stand much of a chance."

"Not if that gunfire is any indication," Sam felt overwhelming dread at the thought of his teammates being slaughtered. "Ah gotta go help 'em, Hank."

"I'm sure they would welcome the aid, Samuel. But I fear it may already be too late."

"You just get everyone else away. Me and Cecilia are goin' in."

xxxx

The battle was on. The injured and outnumbered X-Men, spread out and used the Danger Room terrain to their advantage. Soldier after soldier fell, but there were so many that for the X-men, victory seemed nigh impossible.

Rogue had positioned herself near the Professor to act as his only protection. She had her rifle propped up on the boulder and took out several of the soldiers before they had a chance to get close to the core of the battle.

Gambit and Cyclops found that since neither was at full strength, teamwork was their best asset. They took out bad guy after bad guy. None of the soldiers could get within twenty feet of them and Rogue made sure that none of the one that were staying back got any unfair shots at them.

Iceman held nothing back as he rode his ice wave high above the battle field, freezing his adversaries to the ground. He and Phoenix stayed above the fight so they could easily cover their teammates.

Logan was a killing machine. And though none of the X-Men could spare more than a split second to watch him, his methods of self-defense made them all a bit queasy.

Carly and Simon held back, thinking that their victory was inevitable. They weren't counting on backup.

Cannonball came shooting through that Danger Room, Cecilia Reyes clinging to him for dear life. He landed them near Rogue and the Professor.

"Sam!" Rogue called over to him, as she took out another soldier, "What the hell are you doin' boy?"

"Ah came to save ya'll's asses." He set Cecilia down. "You stay with the Prof. Use your force field to keep him safe."

Cecilia nodded, but said nothing as she went to kneel next to the Professor.

Sam crouched next to Rogue and surveyed the battle. "Looks like we're holdin' our own."

"Fer now," Rogue fired again. "But Remy and Scott are exhausted. Ah don't know how much longer they can keep this up."

"Well, that's where Ah come in," Sam grinned then blasted himself towards the heart of the battle.

xxxx

Carly watched as the new mutant flew through the center of her forces, taking out several of her men in an instant.

"These are the best men you could find me?" She asked Simon in irritation. "Come on. We'll have to take care of this ourselves."

xxxx

"They're falling back," Scott almost smiled at the retreating men. The combined efforts of himself, Remy and Sam proved to be too much for them. Jean and Bobby landed next to him.

"Are you aright?" Jean went to Scott immediately.

"I'm fine. Are you?" She nodded, then turned to look at their enemies. There were about a dozen gunmen left, plus the Colonel and Carly.

Wolverine moved to stand next to Gambit, "You keep an eye on Rogue, Gumbo. Things are about to get real ugly."

Remy looked over his shoulder. Rogue had come out from behind the rock and was headed towards him. He shook his head at her and motioned for her to take cover. She hesitated but finally complied. Remy turned back around. The men had stopped retreating. In fact, no they were slowly advancing again. This time with Carly and the Colonel.

"Alright X-Men," Cyclops called, "Let's get this over with."

The X-Men spread out, and Remy moved back closer to Rogue.

"You ready, girl?'

"As Ah'll ever be. You okay?"

"I'm fine. A li'l beat up. My arm's killin' me, but it could be worse, non?" He smiled at her, then gave her a wink before the battle started up again.

This time, Carly went strait for Jean. Wolverine sliced his way over to where the two women were battling one another telepathically. Jean was obviously losing. Logan went in for the kill, his claws seeking out Carly's throat. Before he could reach her, his felt his knee cap being shattered as an adamantium bullet forced it's way though his bones. He fell to the ground and looked up to see the Colonel leering at him.

xxxx

"Cecilia," Xavier spoke to the reluctant mutant woman, "I need your help. The X-Men are weakening. Jean is all but defeated. I need you to lower your field so that I can help them." Cecilia nodded and concentrated on weakening her force field so that Xavier could join the battle, but also keeping it strong enough to keep the two of them safe.

xxxx

Carly reached a hand towards Jean and called to Rogue, "Pay close attention, little X-man. Your friend is about to lay down her life for you." Rogue turned toward Carly's voice. She had been so busy covering the other X-men, she had forgotten about Jean and Wolvie. Wolverine was laying a few feet from Jean. The Colonel stood above him. Rogue gasped as she watch the man shoot Logan repeatedly at pointblank range. Carly smiled as Rogue watched Logan's body convulse as the bullets riddled him, then turned back to Jean. Her outstretched hand began to glow as Jean scream echoed through the Danger Room.

"I don't think so, Carly," Xavier whispered as he silently entered the fray.

Carly let out a grunt as Xavier forcibly removed her from Jean's mind. She stumbled back, but it only took her a split second to regain her ground and go after Jean and the Professor. She was holding nothing back. While the remaining X-Men fought the remaining gunmen, the three telepaths seemed immersed in a deadlock battle. None of them giving an inch. Then suddenly, it seemed as if Carly gained her second wind. With a huge surge of power, she knocked both Charles and Jean to the edge of consciousness.

Jean fell to her knees, only having enough strength to whimper as she hit the ground. As her psychic powers weakened, so did her telekinetic ones. Without warning, Cyclops felt the intangible splint disappear and he too hit the ground. In a matter of seconds, he was surrounded by six armed enemies.

Carly Montgomery was winning. She knew it and the X-Men knew it. Both Xavier and Jean were tiring. They'd only be able to hold out for a little while longer. With a bit more effort, she could destroy them both, then finally destroy her brother's killer. So close was her victory that she became delirious with the certainty of it. She let her guard down.

Preparing for the final assault that would take out her old mentor and his little red-headed telepath, Carly was taken completely by surprise when a psychic knife was plunged through her skull.

Carly screamed as Psylocke continued her attack, plunging the knife in repeatedly, each stroke harder than the one before it.

"You psychotic bitch!" Betsy screamed, tears flowed down her flushed cheeks as she continued her assault. "You killed him! You fucking killed him!"

"Oh no," Rogue whispered, realization dawning on her as she heard Elizabeth's desperate cries. "Oh, god, Remy. Warren's dead!"

Remy, who had just taken down another enemy a few feet away, swore under his breath. Rogue was right. Nothing else could explain Psylocke's rage.

Jean Grey-Summers staggered to her feet. Psylocke had bought her some time, but she had to work quickly. Betsy could only hold out so long against such a powerful adversary. Jean closed her eyes and blocked out Carly's screams of agony and Psylocke's cries of anguish. She momentarily pushed aside her own grief at the revelation of Warren's death. She had to be totally focused. Carly had weakened her, and in truth, she knew that she probably had one good shot at her enemy and then the game would be over, one way or another. Furrowing her brow, Jean summoned the Phoenix force.

Betsy felt herself weakening and felt her opponent begin to resist the effects of her mental knife. "No!" She screamed. Warren's lifeless body was the only thing she could see. With a renewed lust for vengeance, she pulled her knife back, ready to begin a second wave of assault. Then, she collapsed to the floor.

Carly stood from where she had fallen when Elizabeth first attacked her. She turned to look at Psylocke's still body and whispered, "You have a delicious power. And I know just how to turn it around on you ten-fold." She laughed lightly, "Yes. I'll deal with you later."

"But you will deal with us now." It was Jean Grey's voice, but beneath it lay tremendous power.

"The Phoenix," Carly whispered. She felt afraid for her life for the first time since her powers manifested years ago.

"That's right," Jean smiled hauntingly as she rose up in the air, arms outstretched and completely consumed in flames.

The remaining solders took one look at Jean's display of ultimate power and headed strait for the hole they had blown in the Danger Room barely an hour before. Remy grabbed Cyclops under his arms and hauled him to his feet.

"We gotta get clear, Cyke!" Reluctantly, Scott allowed Gambit to pull him towards the safety of Cecilia's force field, all the while his eyes were locked on Jean. Iceman grabbed Psylocke and he and Cannonball went running for cover as well. None of them wanted to be out in the open while Carly battled the Phoenix. Rogue moved to follow them, but the slight movement from Wolverine's arm caught her attention.

"Oh mah god...He's still alive." She threw the strap of the rifle over her shoulder and went running to where Logan lay helpless and bleeding on the ground.

"Logan! Logan, can you hear me?!" She cupped his face in her hands and shook him slightly. "Come on, sugah. When's that healin' power gonna kick in, huh?"

Slowly, Wolverine's eyes opened, "R-Rouge---"

She let out a sigh of relief, "Oh, thank god. Come on, sug. We gotta get you clear before Jean gets real mad."

"Nn--" His eyes went wide and he tried to reach for her arm.

"What is it?"

"I think he's trying to warm you that I have a pistol aimed at your head." Rogue whirled around an came face-to-face with Colonel Greene.

xxxx

Carly's strength surprised Jean. She figured unleashing the power of the Phoenix would increase her chance of winning, unfortunately, the cosmic powers only seemed to make the fight fair. Jean cried out as she felt her grip on the Phoenix slipping as she fought top gain the upper hand in the fight. Then she heard the Colonel speak.

"Mrs. Summers! I think I have something you should see."

Jean chanced a glance in the Colonel's direction and felt as if she were already defeated. Greene had Rogue hostage, with a pistol pressed to her temple.

xxxx

"Where's Rogue?" Gambit asked his teammates as he settled Scott to the ground next to the Professor.

"She was behind us, I thought...Oh shit!" Bobby answered as he turned to looked behind them.

Remy followed Bobby's gaze and his blood began to boil. "Dat son of a bitch is mine."

xxxx

"I suggest you cool it with the special effects, lady or I'm putting a bullet through your teammate's pretty little head," Simon smiled at Jean.

"No, Jean!" Rogue yelled. "Blast both of 'em away! Think o' Scott and the baby! Don't worry about me!"

She was. Scott and their unborn child had been all she was thinking about. She had to protect them. But she couldn't sacrifice Rogue. There had to be another way...

Then she heard it: the unmistakable sound of kinetically charged playing cards whizzing through the air. She turned to her right and sure enough Gambit was running towards them. Greene cried out as a card hit him in each upper arm, forcing him to loosen his hold on Rogue. She yanked herself away from him and grabbed the rifle he had forced her to throw down only moments ago. Before she had a chance to aim it at the Colonel, Remy was on him.

Knowing that the situation was slipping out of her control again, Carly turned back to Jean, intent on taking her out of the fight permanently. Instead of using her mutant powers, this time Carly reached for her gun. The pistol never made it out of the holster. A shot rang out and Carly's body slumped to the ground. Remy stopped his assault on the Colonel and whirled around to see Rogue standing over Carly, the rifle still held at her trembling shoulder.

"Carly?" the Colonel spoke, his voice shaking. Gambit got off of him and went over to Rogue. Slowly, he took the gun from her arms and let it fall to the ground.

"It's over, p'tite." He whispered, pulling her into a hug, "It's all over now."

"No," Simon whispered as he half-crawled, half-dragged himself over to his lover, "Baby. No...No, no, no, no, no..." He pull her to him and buried his face in her shoulder as he rocked her limp body back and forth.

Jean lowered herself to the ground as the other X-men came forward. Cecilia knelt next to Logan, "He needs medical attention ASAP." She tuned to Jean.

"I'll get him and Psylocke to the Med Lab," Sam volunteered. "You guys meet me down there."

Jean nodded, then made her way over to Scott. He had managed to get himself upright, and was leaning against the boulder. He watched her come towards him and studied her face. When she was barely three feet from him, her resolved broke and she threw herself into his arms with a sob.

"It's okay, hon." He whispered into her hair, "It's over."

"No!" Simon suddenly screamed, jumping to his feet. "It's not over! Not until you all pay for what you've done!"

Bobby stepped forward, "Why don't you go bury your dead girlfriend and leave us in peace?"

"I t'ink dat would be best," Remy said quietly, "Unless you want us to finish with you what we started with her." He nodded his head toward Carly's body.

"She's not dead," Jean said quietly, "I can sense her. She's very weak, but still alive."

"If you leave now," Cyclops spoke up, "We won't come after you. But if any of us ever see your face again, we'll make you pay for what we've lost here today."

"What about what I've lost?! What she's lost?!"

"What about it?" Cecilia glared at him from her spot next to Wolverine. The Colonel went to open his mouth again, but wisely shut it after a quick glance at the super humans before him. He stood a moment, trying to decode exactly what to do. Then he knelt and picked up his lover. He gave each of the X-men one last look then headed for the exit.

"Dey gone, Roguey. Dey gone. It's all over now." Remy whispered into Rogue's hair, rocking her back and forth. She wrapped her arms around him, finally felling safe. Then she heard a voice inside her head.

This is not over Rogue ... I will come back. Your friends will never be safe. Eventually all of them will die. Because of you.

Rogue went rigid in Remy's arms as Carly spoke to her.

"Chere?" Remy pulled back and looked at her. Her expression was unreadable.

"She looks like she's in shock. Get her down to the Lab, Remy," Cecilia ordered as she and Sam moved to pick up Logan.

xxxx

"Mmm...what happened?" Warren Worthington III slowly opened his eyes for the first time in nearly twenty-four hours.

"Warren," Betsy breathed with a huge smile. She stroked his face tenderly with her fingers. "How do you feel?"

"Wonderful. Is everyone alright?"

"We had some injuries. But everyone should be okay in a few weeks."

"So we won?"

"...For the most part. Rogue shot Carly. She's probably dead by now. Some of her men got away. Most were killed, but we took a few prisoner. They're being questioned by the authorities, but they aren't talking. Either they don't know where to find her or she's paying them very well."

"Probably a little of both," Warren moved to sit up and gasped as pain shot through him. "Fuck, that hurts."

"I know. Here let me help you." She helped him settle back on his pillows. "The police seem surprisingly eager to find her and whoever else helped her. They don't much like the fact that a school was attacked and children were injured."

"Are you okay?" Warren took her hands in his. "The last thing I remember is the explosion."

"I'm fine. Your wings protected us for the most part. But then another bomb went off and we were separated. When I finally found you..." Her voice broke and she looked away. She took a few deep breaths and looked back at him. He was confused by her actions so she smiled as best she could at him and went on with her story. "When I finally found you, I couldn't sense any brain activity and you weren't breathing. I thought you were dead." She broke then and he pulled her to him.

"But I wasn't. I mean, I'm not...am I?"

She pulled back with light laugh, "No. Beast found you. The rest of the team was in the Danger Room. The bad guys busted in and the X-Men were separated. Colossus and Beast decided that the students needed to be evacuated. After I realized you were dead, I was so angry, Warren. And hurt. I wanted Carly dead. So I went after her. I ran into Beast and Colossus. They asked me where you were and I told them. Beast said you were technically dead for nearly three minutes." Another round of tears began falling and she buried her face in his bare shoulder.

"Shhh. It's okay, baby. We're okay."

"Warren...If it wasn't for our advanced technology---"

"Shhh," he soothed her while running his hand over her hair.

xxxx

Rogue was on her way down to the Med Lab to help Hank and Cecilia with distributing lunch to the patients when she passed Warren's room and heard Betsy crying. Quietly she crept to the doorway and peered inside. Warren was sitting up against his pillows, his bandaged, singed wings towering above him as he held Betsy to his chest.

Quickly, Rogue backed away from the door feeling like an intruder to the lovers' private moment. She tried to swallow the guilt that had been threatening to take her over the last 24 hours. Warren had technically been dead when Beast found him. She knew Betsy wouldn't have blamed her for Warren's death, but Rogue had seen the look on her face when she went after Carly. She heard the desperation and the pain in her voice as Psylocke screamed that her lover had been killed. Rogue never would have forgiven herself if Warren hadn't recovered. Betsy had always been one of her closest friends. If not for Psylocke, Rogue would never have woken from her coma.

Carly's departing words echoed over and over in Rogue's head.

I'll always come back.

They'll never be safe.

Eventually all of them will die. Because of you.

"No," she shook her head. "Ah cain't let them be hurt again because of me." She turned around and headed back towards her room.

xxxx

She watched his graceful, muscular form as he dipped and weaved, dodging his opponents and sinking the basketball through the net. He taunted Wolverine and Beast for a moment, then turned to give Cannonball - his b-ball partner - a high five before grabbing a bottle of water from the courtside bench. She had been watching him for nearly twenty minutes from inside before she put on a jacket and a pair of gloves and walked out to the court.

The minute he saw her, his face lit up. "Be right back, gentlemen," he called to the boys before jogging over to her, a stupid grin plastered across his handsome face.

He's some piece of work. She smiled. He was her piece of work. And she loved him so much it hurt.

He didn't say a word as he approached her. Instead, he just took her by the arm and kissed her gently. After a few moments, he pulled away leaving Rogue feeling dizzy with desire.

"Can I help you wit' somethin' belle?" He grinned again as he licked his lips seductively.

"No. Ah was just comin' to tell you bye...Ah'm goin' into town for a little bit." The lie caught in her throat and she thought she might choke on it. This was harder than she'd ever imagined it be. She'd never lied to Remy before. She just hoped that he wouldn't see through her now.

"Oh. Okay...Ya alright, Chere? You look upset."

She was. Her eyes were wet with tears and it hurt to swallow around the lump that had found itself a new home in her throat.

"Yea, yea. Ah'm fine. I'm still kinda shook up about the whole Carly thing...but Ah'm fine. Really. Ah just wanted to let you know...that Ah was leavin'."

"Okay," Remy studied her closely. Something was definitely wrong. "You want me to come wit' you? I can go grab a shower and be ready to go in fifteen minutes."

"No. Ah'm fine, Remy. Really. Ah think Ah just want a little time alone anyway."

Slowly, he nodded, "Okay. But you got your cell phone wit' you?"

"Mm-hm." She nodded as she tried to inconspicuously wipe away a tear that rolled down her cheek.

"Hey," he caught her hand and forced her to look at him, "What's wrong?"

"Ah'm still a little shook up, Remy. That's all."

"Maybe you shouldn't be drivin'---"

"Remy, please. Ah'm fine. Just...go back to your game."

"If you're sure...?"

"Ah am. Go. Have a good time."

"Okay. I'll see you later. Maybe we can go out to dinner tonight, hmm? Or how 'bout I fix up a big dinner for de team and' we tell dem de news tonight?"

"That...sounds wonderful." Another tear fell.

"Hey," he lowered his face so that it was even with hers, "You're worryin' me girl."

She forced a smile, "Ah'm fine. That sounds great. Sounds like a plan."

"Alright, den. I'll see you in a little while. Love you." He kissed her again then pulled away. "You be careful." He kissed her forehead and started back towards the others.

Rogue grabbed his unbandaged arm and forced him to turn around. Standing on her tiptoes she launched herself at him. She kissed him for, what she knew would be, the last time. Remy recovered from his surprise almost instantly and easily matched her passion. When the lovers pulled away they were both gasping for air.

"Ya sure you got to go into town? Maybe you and I should continue dis elsewhere."

She laughed weakly, "Ah love you, too." She whispered the words then turned away from him and walked briskly towards the garage.

Remy watched her go, perplexed. Something was going on that she wasn't telling him. He'd just have to get it out of her tonight.

"Come on, Cajun! Cut it out with the goo-goo eyes and let's play some ball."

He went back to the guys and they continued their game, though this time Remy's heart just wasn't in it.

THE END

Oh, come on, you know I can't end it there! ;)

This chapter is freakin' 32 pages long! I have rewritten it soooo many times. I'm just sick of it at this point and want to move on with the story so I hope that this chapter wasn't too hard to follow or anything. Anyhow, please review...I had a bad week and they would make me feel better. :)