Disclaimer: No, I don't own them. Big surprise.

A/N: Still flat broke over here – in lieu of a paying occupation, I've taken to writing. I actually started this chapter the day after I finished the previous one…but I already know, despite the fact that chapter six is a number of weeks away from appearing on that this chapter won't be featuring as a double update. Anyway…

Let's look at the lineup for tonight, then, shall we? There's more sexy sexin' to come, but first we've got more internal monologue from Magneto! Later, as she quietly retreats home to the Institute, Rogue makes more discoveries of the self...while contemplating an offer that is more enticing than it should be. All that and more tonight, folks!

Love it or shove it.


Inappropriate Conduct

Chapter Seven


She was late, though only by a handful of minutes.

Nonetheless, Magneto had always been fairly susceptible to paranoia. Now his mind had already carried him away to a place where Xavier had told Rogue that he was aware of their relationship; the girl had walled herself away from the world, mortified, and Xavier had illustrated a tale to his X-Men that would serve the dual purpose of making a treacherous whore of her and a lecherous fiend of him in their eyes. However, just as he was deliberating how such a twisted tale could reach the ears of his estranged children or his Acolytes to wreak further havoc, a taxi cab halted at the steps of the hotel he waited in front of. A familiar figure alighted the curb from the vehicle; a recognizable curious expression assuaged his paranoia.

As she approached, he found it hard to believe he had mistaken this feeling, this stirring that she invoked in him for anything other than love. Watching her approach him, at once timid and eager, was one of the most compelling sights he'd ever seen. Still, Xavier's ten-year demise at the hands of a young girl in a similar situation was still at the forefront of his mind; it pierced through the veil of rosy illusions and reminded him to be on his guard.

But how could he be ice and rock to her in such close proximity?

After his conversation with Xavier, Magneto had attempted to determine what to do now that he had found himself in love with this girl. It seemed he had very few future options. One that had announced itself timidly in his mind, to be vetoed rapidly and ruthlessly, was the idea of merely ending the relationship. It made sense from a logical standpoint – love could make a person strong, yes, but the strength it provided rested entirely upon one point; the wall against the worst in the world that love provided could be immediately destroyed, with devastating result, by hitting the right point in it. Love was the strangest combination of weakness and strength. To him, additional strength was unneeded, particularly when poisoned with the threat of fragility. Why take an unnecessary chance?

But as soon as the logical side of his mind paused in its delivery, his heart reminded him the devastation of losing a love – how the loss weakened a soul drastically, unrelentingly. Why would he subject himself to such a thing? He had lost one love to Fate; he could not render himself from a second chance of happiness. To willingly do such a thing, if it were similar to losing a love involuntarily, would be akin to suicide in his heart.

Still, that having been determined, it gave him very little movement forwards or backwards – there was still no definite answer of what to do. It seemed to him that he had to do something; he could hardly keep arranging to meet her at various hotels for an indefinite period. The idea seemed to cheapen what he wanted for the both of them. He wanted to be able to have her at his side for more than a handful of hours at a time, for more than mere physical gratification. It seemed, though, that for that to happen he would first have to take the potentially disastrous step of telling her why he wished to know her better and become closer to her – he had to tell her why much more of him than his lust clamored to be satisfied by her.

Suppose he told her, plainly, just how he felt – what then? Her guarded gestures, her careful manner and her often-restrained passionate emotions were indication enough that, even if she felt the same as he did, she had not acknowledged love in her heart yet. She was a careful person – it would take either much time or a strategy of hints and persuasions for her to allow herself the liberty to feel for him. Even if she could patiently accept what he felt before then, there would still be an underlying uncomfortable air between them during future liaisons. If his feelings confused and scared her, she would deprive him of her presence. Neither option was desirable to him – he wanted her to be with him, at his side, and to be comfortable and happy there.

Yes…that was what he wanted; he wanted her to be with him, always. These brief encounters were mere teasing morsels that he could steal – they were hardly enough to satisfy. He wanted to be able to wake with her, to spend his idle moments with her, to wind down a long day with her. He had found himself looking to empty spaces in various rooms –the unused second armchair in his study; the vacant pillow beside his own in his bed – and wishing that she would occupy those places.

As long as she was an X-Man, however, she would never want to fill any of those places – he knew that.

So, his logic had collaborated with his heart for the moment; they had wrought a reasonably simple conclusion. He would attempt to persuade her to join him – not as an Acolyte, but as an equal, as his love. He could satisfy his relentless, restless need for her companionship; he would no longer have to reduce himself to sneaking about to see her; he would have but to turn and face her to feel the invigorating thrill that only she could give him.

His mind then posed a damned question that could have put a halt to the entire idea – how could he persuade her to leave her comfortable place with the X-Men to join him? Fortunately, his logic continued to speak to him and provided an answer: he would offer her what he could and hope it would be enough. It wasn't an entirely satisfying answer; it didn't assure him that he would win her, but it was all he had. Even yet, his logic interjected, he couldn't offer her love – not until he was sure she reciprocated it, or not at least until she could potentially could reciprocate it. Still, even with love being out of the bargain, he had something to offer that the X-Men didn't – something that he knew would entice her.

Power.

It was apparent that she liked to be in control of herself; being out of control, after all, was often devastating to both her and those around her. Still, try as she might, she could never be entirely in control of herself so long as she was an X-Man; he had a feeling that she realized this, too. As an X-Man, she would be perpetually taking orders from those who professed to havequicker judgment, more experience, better strategy skills. She would never have control as an X-Man, unless she gave up fuelling her passionate anger, her ruthless determination, her inquisitive mind – she could never had power with her teamunless she gave up all the things that made her who she was, essentially.

All that remained was to open her eyes as to how things would be different at his side, where she would be free to act as she would – she wouldn't be placed under the restraint of being an Acolyte, as he judged them (as he did with most of his followers) to be inferior to him in some intrinsic way; she was not to be perceived in the same light as they were. She would be his equal, not his subordinate. She would be free to exercise power over herself. If she showed a skill for control, perhaps he would even give a degree of power over his underlings – not a large degree, naturally; he desired power even as much as she did, after all. Still, even with such restrictions, she would enjoy more power with him than she did with the X-Men.

Now…all that remained was pushing forward, initiating the matter.

It seemed easier said (or thought) than done – she had alighted the steps now to stand just one stair below him; she had tilted her head up to him, that delightful curiosity still brimming in her eyes. The slightly-parted lips and the already-present color in her cheeks made it difficult to remember his conviction – indeed, it was difficult to remember much at all when she stood there, like that, looking so very beautiful. Before he could stop himself, he had pulled her up in a tight embrace, crushing her lips to his in a passionate kiss – who cared about the bemused or shocked expressions of the people around them? All he could think of was how very little time he had with her, for the present.

He released her after a long moment; he couldn't help but grin at her dazed expression. "Anna-Marie," he murmured quietly, brushing aside a lock of her wavy hair to see her better. Her color rose all the more and a shy smile spread over her face. The curiosity in her eyes faded.

"Happy ta see me, suh?" she teased.

"Please, my dear…call me by name," he insisted. He wasn't about to tell her she was his equal before clearing up that. "I hardly think those initial formalities could stand anymore, do you?" He had ordered the requirement of her under the impression that she was inferior to him, albeit desirable – he was hardly of the same frame of mind now.

"Ah don't mind callin' ya 'suh'," she admitted honestly, speaking easilyas if she'd anticipated this change of heart in him. "But Ah would prefer ta call ya by name…Eric."

And, truth be it known, he preferred to hear his name pronounced by her rather than have some anonymous formality being addressed to him…he preferred it very much, indeed. Such revelations need never be known to her, though. "Shall we, Anna?" he asked, taking her hand and gesturing towards the entrance of the hotel. She returned his inquiry with a smile that lit up her eyes, relaxing her hand in his and unknowingly heartening him towards the confrontation that was to come.


He was restraining himself, severely. Rogue could tell this much even with her back to him as he sat on the bed, failing to appear careless and relaxed as she unzipped her dark green dress. Something akin to elated hysteria swarmed in her head, making her dizzy as the empowering knowledge of her effect on him swirled around in her mind. She shoved the lightheaded emotions out of the way, though. She faced enough confusion and questioning in her idle moments – she would reserve tonight for them, for sensation. Tomorrow she would interpret, panic, fear, ponder or confuse herself.

She bit her lips together, out of his line of vision, and sat down on the bed with only her white lace underwear to save her modesty. She was somewhat surprised to find that her heart was already beating incessantly, but she could hardly be calm with him staring at her like that.

The bed shifted behind her; Magneto had settled at her back. His calloused hands found her waist and slowly, gently drew her closer to him. She leaned her head back onto his shoulder carelessly, turning to kiss along a line of sinewy muscle in his neck. It was one of the few intimate things she had done – a fact they were both now very aware of. His hands tightened convulsively at her sides, digging into the white lace she wore and just as abruptly relaxing again.

When she raised her head again she was turned about to face him, though before she could register what his motives were his mouth crushed hers; his arms wound about her tightly.

He was simply amazed that she had done such a thing, and it was all the more difficult to hide his amazement as her arms wrapped around his neck loosely. Finally releasing her from the kiss, he couldn't help but smile at her. "And here I was beginning to think that you abhorred all manner of gentle caresses, Anna-Marie."

The girl gave him a small, slightly dazed smile. One of her hands weaved into his hair and began to play with it – an act that was so relaxing that he found it hard to keep his eyes focused. "It doesn't make sense ta only stick with rough play," she said eventually, carefully.

"Indeed," he concurred. He loosened his grip on her, but bent his head to carefully nip at her earlobe. "I wouldn't veto it entirely, though."

She smiled, but her eyes were curious…as they so often were with him. Rather than say aloud what caused that positively impish expression, she dipped her head and traced with her lips what remained of that bite mark she'd left him with on their first night together. It was still slightly tender but her exploration was far from being discomforting. He allowed her free reign, therefore.

…Only to jerk abruptly when she began to nip lightly at the fading bruise.

Her eyes turned up to his. "Ya don't like it?" she asked.

Quite the contrary: he enjoyed it thoroughly. "Now…I never said that, my dear," he told her. He could vaguely remember them saying almost exactly the same thing to each other on their second night together; judging by the fleeting expression of wonderment on her face, so could she.

As the oddly reminiscent look on his face began to fade away, Rogue smiled. The curiosity was gone from her eyes as she moved her lips to his shoulder, lightly nipping at the flesh there with the slightest pressure of her teeth. In retaliation he began to gently soothe the fading bruises on her hips, tracing them lightly with his fingers with just enough pressure that she could feel the slight shockwave of indefinable sensation.

She scooted closer to him, still sat sideways on his lap, and raised her head up again to lightly caress his lips with hers. His hands immediately sought out her the base of her neck and the small of her back respectively – she was crushed tightly to him as he deepened the kiss. Rogue couldn't help but moan; even if her control in this situation was abruptly and mysteriously gone, his was still intoxicating. She could abide by the lapse in rough embraces if his touch was still accompanied by silver-thrill, powerful rush.

Rogue moved herself from his lap to stand, leaning forward, between his knees; there was the sound of a zipper and her violet skirt fell in a soft mass at her high-heeled shoes. She ran her dark-painted nails over his chest before seeking out the hem of her own shirt and pulling it up, casting it to the side. She'd worn no stockings this time and stood in front of him, still leaning forward into his kiss, in two scraps of violet lace.

The hand at the base of her neck convulsed before releasing her – his hands found her arms and he straightened her. Rogue bit her lip and shivered under his lust-filled appraisal. He slid forward from the bed and knelt in front of her on both knees, almost reverently. She moaned quietly as his hands began to survey her body, trailing over her stomach lightly and skimming her waist. His wandering paused briefly at the lace resting on her hips, but continued shortly to discover the soft skin of her thighs. She couldn't repress the groan of frustration that earned from her, but the impatient noise turned into a gasp as his mouth began to retrace the path his hands had discovered, trailing over her abdomen and ghosting over her waist. Once again he paused at her hips, but his hands found the lace there again and hooked into it. Slowly, the garment was pulled down. A lingering kiss was pressed to a small freckle on her hip. Rogue sighed and dropped her head back, unable to watch him anymore.

Magneto couldn't help but smile triumphantly as shaking, tentative fingers weaved into his hair. Her legs were trembling violently as he ran his hands over them again. He wrapped his arms around her and turned them both around, pushing her back gently to sit on the edge of the bed. With a brief pause, he draped her legs over his shoulders and began pressing a trail of kisses against her inner thigh, moving upwards. Her fingers tightened in his hair, but her legs tightened over his shoulders. He paused, just for a half-second to make sure her reaction wasn't a signal to stop, but when she didn't move to push him back he assumed his ascent.

A breathy gasp broke the stillness of the room as his mouth found her most sensitive flesh. He moved up to gain better access, tilting her body back so that she reclined on the quilt. He pressed torturously soft kisses to her, teasing her – he moved back to see her face and lightly dragged a finger over her slit, somewhat surprised to find her already wet. He breathed in deeply, still watching her, and savored the sweet scent of her – he hadn't taken the time to discover that scent before. He rolled his thumb over the little button of nerves that guarded the entrance to her body, smiling to himself as she moaned and rocked her hips into his touch.

"Look at me, Anna-Marie," he instructed. "Watch me as I do this, or I won't do it at all." Her half-closed eyes opened languidly and she levered herself up on her elbows, blushing furiously. He held eye contact with her for a brief moment before seeking out the nerve bundle his thumb had found, grazing it with his tongue.

She moaned softly and her body dropped heavily back onto the soft quilt. He immediately stopped his ministrations on her and sat upright again. "My dear, didn't you understand me?" he asked, with a deliberate edge of anger leaking into his voice. "I want your eyes on me, watching me pleasure you. I'll cease immediately if you don't sit up, now."

A desperate moan answered him.

"Anna-Marie…now."

The girl raised herself up on shaking arms, fixing her hazy, lust-clouded green eyes on him. He smiled slightly, which seemed to induce a shiver in her. He bent his head down again and dragged his tongue over her slit, lingering over her clit before descending onto the little button with his mouth, lightly nipping it. Her breathing began to turn into quick pants. He began to kiss that responsive nub, drawing surprised gasps and long, high-pitched moans from her.

Rogue was shaking violently, finding it a hard time to keep her eyes open and her head up. She tightened her hand in his hair unconsciously as he began to stroke her with his tongue faster and faster. Her head was swimming with lust, her limbs were leaden, her vision was blurry; she was on the brink of no return. She began writhing tensely, moving her hips into his touch. His rough hands grasped her thighs and pushed them further apart. He held her that way as she arched up against him, whimpering piteously.

The pressure on her clit became harsher; Rogue couldn't help but let her eyes roll to the back of her head. There was a feeling of pressure building up in her stomach, uncurling into something sinister and uncontrollable. Her moans were becoming louder. Her body quaked. His teeth joined his assault on her and it was too much. She cried out, her body seizing up and her head falling back as blinding, consuming pleasure overrode her senses. He continued to move his mouth over her until her breathing returned to shallow gasps before kissing the inside of her thigh and standing.

"Oh, Gawd," she whispered as her vision cleared.

"No, not God. Only me." He was looming over her, watching her come down with darkened eyes. His expression was neutral and his voice was controlled, but the veins that strained in his neck conveyed his raging lust clearly as he tore at the buttons on his shirt. Divested, he lay over her and sought out the clasp of her bra. He wanted to see her entirely, all of her – he hadn't yet. She watched him with half-hooded eyes, arching her back to aid him. He pulled the scrap of lace away from her and threw it carelessly aside, then turned back to her.

She was still blushing red from her climax, with her wavy hair disheveled and her lips parted. Her arms were moving uncertainly, attempting to hide her breasts from view without his notice, but he took her hands in his. He kissed her palms, still drinking in the sight of all that creamy flesh – trying to savor the image despite his desperate need to feel her. He leaned over her and gently kissed her breasts to sooth away her self-consciousness. He chased away an errant drop of sweat from her collarbone with his tongue. Her arms stopped their resistance and she sighed.

He released her, straightened up and ran his calloused hands up her arms, over her collarbone and down over her soft breasts and stomach until he found her hips. "Beautiful," he said hoarsely. She blushed all the way down her neck and turned her face away demurely. He brought it back to him with a gentle but firm hand before laying over her and kissing her deeply. "My dear Anna-Marie, you are beautiful," he insisted fiercely.

She nudged his lips with hers. "Eric…" she whispered.

Her soft voice brought his attention back to the condition he'd been in since she'd allowed him to shift her onto the bed. He captured her lips in a searing kiss, earning a groan from her. Her hands found his back; her nails dug into him. He could hardly believe it – she was already wanting more.

They broke apart. "Insatiable succubus," he reprimanded, smiling. He nipped her neck and she sighed.

"Prob'ly," she agreed.

With one swift movement he was inside of her. Rogue wrapped her legs around him tightly and nuzzled his shoulder, biting the muscle there. She was rewarded with a low groan and he began to set a slow, easy and heavily restrained pace. Rogue bit her lip and tilted her hips just so, and within moments she was writhing beneath him in pleasure once again. She couldn't help but smile slightly, reflecting that he'd been right about her – insatiable.

Magneto could feel the sweat rolling from his forehead down his face, despite the cool air of the room. He set his jaw and determined to keep to his slow pace, but the way she was moving her hips and those delightful whispered pants she was making were doing nothing for his self-control. The incredible tight warmth of her clutched him desperately, provoking him beyond reason. The mere soft feel of her skin had him groaning as he moved between her thighs. She ran her tongue over her lips, drawing his attention there. Staring up at him with lust-clouded green eyes, she smiled. "Eric…" she whispered again. She stretched her head back, exposing her neck. "Please, Eric…"

It was more encouragement than he needed.

He attacked the unmarked flesh between her shoulder and neck, sinking his teeth into it like a starving man with a warm meal. Seemingly without his knowledge, his thrusts began to take on an immediately urgent edge. He groaned loudly against her skin, goaded as her pants became whispered screams of pleasure. She writhed and thrashed beneath him, arching up to feel more of him as he pressed down to feel more of her. He released the flesh between his teeth and buried his face in the soft cushion of her hair, setting his jaw in an almost pained grimace as the pleasure built in the both of them.

His thrusts were gaining more force; she was tightening around him. Her whispered screams ceased and a long, high-pitched cry spilled from her just as a loud, low groan erupted from him. Ecstasy had reached it's peak – they hit simultaneously, momentarily blinded by the rush of ecstasy as it enveloped them. Rogue shuddered and shook violently as Magneto thrust into her body one last time, with every muscle in him seized up in intense pleasure.

"Oh, Gawd," Rogue whispered again, blinking rapidly as the rush subsided.

Still with his face buried in her hair, Magneto laughed. "I keep telling you, my dear, my name is Eric and I can only assure you that I am not a deity."

She smiled, closing her eyes. "Ah'll get it right one day, Ah'm sure."

"One day, perhaps," he agreed with humor. After a pause, he levered himself away from her and all but collapsed at her side on his back, groaning. He ached all over, but it was well worth it. She rolled to curl up at his side, her hand tentatively reaching out to trace the lines of muscle in his chest.

"Worn out, huh?"

"I'm an old man, Anna-Marie," he reminded her.

"Ya don't look it."

Magneto couldn't help but smile slightly. "Flattery."

"It's said ta get ya everywhere," she remarked, resting her head against his side and grinning. "But Ah'm not lyin', an' ya know it. Ah'd have guessed ya were about fifty if Ah didn't know better."

"Hm." He rest his right hand on her hip, holding her to him. His free hand sought out the fingers that played along his chest, and he pressed a kiss to the top of her head. "Thank God for the super soldier serum, then. I'm still very much older than you, my dear – perhaps physically we aren't so far apart, but in the literal sense I'm seventy-four. I could very well be your grandfather…my own children are only some six months younger than you." These thoughts had been with him for a while, but whereas the age gap didn't bother him as much as it perhaps should he had been wondering if maybe she felt it would be something to be concerned over.

It seemed, however, that his fears were unfounded because she looked up at him at that, her expression light though serious. "Eric, what's it matter? They say opposites attract, ya know – Ah figured a man whose powers revolved 'round polarities would appreciate that more than anyone." She laid back down, relaxing against him. "Besides, ya saw what happened when Ah tried ta make somethin' happen with a guy closer to mah age – all Ah got was guilt, uncertainty, hang-ups an' embarrassment."

"Perhaps you just chose wrongly."

"Yeah, that too. But Ah'm content with what Ah've got now; Ah'm in no hurry ta run back for younger men." She rubbed her cheek against his side and tucked herself against him more snugly.

"Just as well." His arm tightened around her. "Dare I ask who it was you were there to meet on that fateful night we first met as anything other than enemies?"

She sighed. "What's that matter, Eric?"

He frowned up at the ceiling, surprised by her reluctance to give him a name. Was she worried that he would become jealous and single her former lover out on the battlefield when he next crossed the X-Men (for he had no doubt her last paramour would be an X-Man)? But how could she be worried about that, when she didn't know that he loved her? Was she merely embarrassed? Was she afraid he would confront his predecessor and, in doing so, expose their secret trysts to her team?

Perhaps she still loved this other man…

That idea stirred dull but consuming anger in him – jealousy rose up in him like never before. "It matters, my dear," he told her, trying to keep his voice as light as possible as he groped for a reason to be annoyed. Thankfully, before a long silence passed by, one presented itself. "You've never refused me your confidence before."

There was a extensive pause, which he found excruciating. At long last, Rogue sat up, lying on her stomach. She gave him a weary but good-natured look. "It was Gambit," she admitted.

"Gambit," he repeated, quirking an eyebrow at her.

She extracted her hand from his and swatted him on the stomach. "Don't give me that look. Ah know thatAh should've known better, but Ah was just so stupid over the idea that someone like him could want someone like me."

Magneto sat up, leaning back against the headboard and fixing her with an unrelenting glare. "'Someone like him'? A lying, deceitful thief…a thoughtless trickster, who kidnapped you and risked your life to save that of a man he feels nothing but contempt for?" He was trying his very best to keep his face neutral, but he was quickly turning red with suppressed fury. She couldn't have ever loved that man, could she? She couldn't still, if she ever had? "How can you hold him in such high esteem after all he's ever done to you? He's abused your trust repeatedly without a thought for the consequences…"

"Y'see, this is why Ah didn't wanna tell ya…"

"Why?" he demanded.

"'Cause Ah knew that it'd prompt ya into a long list of his shortcomin's! He's not perfect, Eric, but none of us are." Rogue began to trace pattern on his chest again, trying to avoid the steely glare he had set her with. "He was the first man ta look at me like a woman; he was the first person ta notice that maybe Ah want intimacy too, even if Ah couldn't have it."

He held his glare on her for an agonizingly long time, before finally turning away as if to study the bedside alarm clock. Silence reigned, broken only by the whisper of his skin under her gentle fingers, until finally he caught her hand and held it still.

Rogue breathed out slowly, realizing she'd done something wrong. Perhaps they'd been better off with the arrangement of him as the aggressor and her as the submissive, neither of them talking. Having moved on from it, Rogue was somewhat surprised to find she had no real wish to go back again, but…well. The silence they'd shared then was much more bearable than this. She began to pull away from him, to retrieve her clothes and secure herself in the bathroom, but his arm around her middle tightened all the more. She couldn't help but smile. He didn't want her to go.

He finally turned back to face her, and though his face was no longer red with rage his jaw was set tensely and his eyes were still cold. "Are you still seeing him?" he demanded.

She shook her head. "After Ah told him that Ah met up with someone when he stood me up, he left without even askin' who. Then when he came ta try patch things up…Ah told him it was over." She pressed a kiss to his chest. "Ah've got the decency not ta string him along when Ah've found someone else...even if he wouldn't do me the same courtesy," she added darkly, before scooting closer to him again.

Magneto couldn't help but relax at her reassuring words. It seemed as if, barring a quick and decisive move from Gambit, Rogue was well and truly his.

The girl raised her head slightly, a curious look on her face. "It makes ya feel better ta know Ah got hurt by Gambit?" she observed.

"In a sense, yes." He smiled at the look of indignation that crossed her features. "My dear, I don't revel in your pain. This turn of circumstance merely means that I don't have to make unreasonable demands to satisfy my want of you. I don't intend to share you, but neither do I intend to place restrictions on who you see or what you do with your time. I want you to be as comfortable with me as I am with you."

She smiled shyly at him and laid back down again. "Ah'm comfortable with ya," she assured him. "An' those 'restrictions' seems a whole lot more reasonable than some of what Ah'm used to."

Is that so? he wondered to himself as a triumphant sensation grew in him. Perhaps it would be easier than he estimated to persuade her to join him. "Talk about something else, Anna-Marie…talking about old flames is hardly the ideal way to spend time with a lover, especially when that time is limited to these brief windows of opportunity."

Rogue began to ghost her fingers over a scar on his ribs. "Ya won't tell me about the loves you've had?"

The hand in her hair untangled itself and began to gently pass over her cheek. "I've only loved once before," he told her plainly. "She was a human – a fact which always struck me at a sore point even when she was alive. Her name was Magda, and she was the mother of my children. She died giving birth to them." He paused, frowning. "She had run away from me just prior to collapsing in labor, deeming me toodangerous to be around the childrenafter I attempted to protect her during a riot and wound up accidentally killing twenty people. I had to do much to find Wanda and Pietro afterwards."

"That's horrible…" Rogue whispered.

"What is? My crime?"

"Well, yes. But she didn't realize ya were tryin' ta protect her?"

Magneto waved away her concern with his free hand, pushing down the memories as they rose in his mind. "Haven't you already seen all this? You've turned your power against me more than once."

"Ah don't pry into people's memories if Ah can help it."

"An admirable effort – most people in your position would abuse that power readily."

Rogue made a face. "Not after they'd done it once or twice. Ah started out just takin' what Ah could get, but Ah eventually just felt so strange havin' other people's memories…livin' out nightmares that weren't mine, missin' people Ah didn't know or rememberin' places Ah'd never been to…" She shook her head. "It's kinda creepy."

"It doesn't sound at all easy to live with when you put it like that," he observed. With a decisive gleam in his eyes, he took this as his cue. "Has Charles offered you help? Has he been coaching you to control your powers?"

She shrugged. "He walled up all the psyches Ah had once, but it's nothin' Ah can't live with."

"You shouldn't have to 'live with' anything of that nature. Why doesn't anyone offer you help?"

"Ah never asked for it. They figure Ah'm a secretive person."

"But you've told me everything I've asked of you, hesitating – I assume – because I am supposed to be your enemy."

"Ah know ya can be trusted."

Magneto sat upright and pulled her with him so that she was leant up, resting against him for support with her legs still lying stretched out. He wound the arm that had secured her hip around her waist and held her tightly, and his left hand tilted her face up towards him. "Anna-Marie," he said quietly, suddenly more apprehensive and tense than he could ever remember having been in all his life, "do you honestly trust me?"

"Absolutely," she replied easily.

"Dare I suppose that you care for me?"

She blushed brilliantly but nodded. "Yes," she told him with a shaking voice.

He smiled down at her and stroked her cheek lingeringly. "And would it be presumptuous of me to assume you were serious when you said you preferred the restrictions you felt you were under with me than to what you are used to?"

"Eric, you're gettin' at somethin' here…what is it?"

Before he could answer her, fear seized him. It stood out his mind how this could be the last embrace he had of hers if she didn't agree with his idea. He felt the strongest impulse to just back down, to say he hadn't been alluding to anything and to just continue on as they had up until that point. He didn't want to jeopardize what he had with her, and for what? A mere selfish whim…one born of love but all the more susceptible to damagingcriticism andrejection because of that.

But then…he'd admitted to himself, albeit reluctantly, that he loved her. He acknowledged that he wanted her by his side, but happy there. He had decided, previously, to give her a choice – he wouldn't make an ultimatum of it, and he would be able to take the disappointment (though not forever) if she declined so long as she didn't take that moment to end their relationship in a fit of fear. In the face of all adversity…his selfish whim demanded satisfaction; he had to at least try to persuade her.

Still rigid with apprehension, he tilted her face further up to his and kissed her thoroughly. He could feel himself relax as she softened in his arms, melting into the embrace. He broke away from her suddenly, full of purpose again. "Anna-Marie," he started, "I'm going to request a very selfish, abrupt and drastic thing of you."

Her expression became serious, but not guarded. He couldn't think of words adequate to express his relief at that alone.

"Bear in mind," he said quickly, as though the idea had just come to mind, "I'm not making a demand of this – I won't expect all or nothing from my request. If you don't wish to comply, just tell me so and it won't cross any discussion between the two of us until you initiate it. If you find it too intimidating to accommodate, just tell me so…but please don't close up to me after this. I merely wish to pose it as a possibility…"

"Eric…" She smiled around her confusion. "What in the Sam-hill are ya talkin' about?"

He bit down, hard, on his anxiety. "Anna-Marie," he said calmly, "I want you to come to my side, to be with me – always."

"Ah…what d'ya mean?" She looked absolutely dumbfounded. "Leave the X-Men?"

Tensing, he took a deep breath. "Yes…that is partially what I'm asking you. I want you to come with me – leaving the X-Men is incidental in that." He captured her chin again and made her look at him. "I don't want you to be my lackey, or some other subservient inferior. I'm not attempting to make an Acolyte of you. I want you to be the one I can freely talk to, my equal…" He broke off here, remembering his decision to keep his affection for her quiet for the moment. "I want to give you the opportunities you don't have with Xavier. I want to help you with your powers, but not for my own benefit – if you fought alongside me it would be of your own decision, not out of obligation. I want you to feel free to ask anything, to request help when you need it – and you do need it, Anna-Marie; you've all but told me that." His arm tightened around her. "You shouldn't have to settle for what you can get with the Institute. You deserve so much more. You deserve to make your own decisions."

Rogue tried to pull away, suddenly furious. "An' you think ya could give me 'more'?" she threw back, snarling. "The X-Men took me in despite everythin'…!"

"And they've given you nothing beyond that; they've kept you there by your need to fulfill an obligation to them," he reminded her, holding her tightly. "They haven't even offered you the slightest thing, despite your loyalty to them, despite your willingness to follow their orders…despite withholding any questions or criticisms about their commands – criticisms that I know you indulge in privately." He refused to let her go, determined to hold her just long enough for her to understand. "My offer to you is one of power. I want to give you the chance to make your own life, on your own ideals and without interference. It is only a possibility – I told you I won't demand all or nothing. Nor do I expect an answer from you now," he told her. "I will give you ample time to make your decision and still remain with you in the meantime. If you refuse but don't wish to cease seeing me, we can still continue on as we have been…" He frowned, remembering something. "Though our meetings will be sparse, soon."

The girl stopped struggling at his last declaration – her eyes were wide but her scowl was still in place. "Wha'? Why?" she demanded.

His apprehension died away a little at the sight of her wide, perhaps fearful eyes and shocked expression – his heart felt as if it were swelling with her distress. "I offer you a month to make your decision, my dear, but after that time I will be an infrequent figure in your life," he said, purposely being vague.

"Why a month? What's happenin' after a month?"

"Surely the X-Men have been deliberating what I've been up to all this time? Why I've been so secretive and quiet?"

"Dammit, Eric…" He was moved beyond coherent speech to see her eyes become glassy with emotion as the anger on her face dissipated. "This is all too much. What's happenin'? Where are ya goin'?"

He soothed away her tears before they could spill over, gently stroking her back. "You may or may not be aware," he began, "that I compiled a new team of Acolytes – much bigger than the group you encountered two years ago at that warehouse. Most of them have been working on a dream of mine that I once thought impossible; creating a sanctuary for mutants to escape the brutality they live in with the humans. After careful deliberation, it was made starkly obvious that a mutant nation couldn't exist on any known continent…so our focus literally turned to the skies. An asteroid has been harness, pulled into orbit around Earth and made nearly inhabitable. Within a month is shall be complete. That is where I am going; that is where I intend to take you."

"An inhabitable asteroid?" she repeated, sounding somewhat incredulous.

"It's far more appealing than it sounds, I assure you," he told her, giving her a light smile. "The remaining Acolytes have been offering a place there to all the mutants they came into contact with. I was even going to make an offer, personally, to the X-Men. But consider, also," his tone turned defensive, "I have no intention of turning this peaceful nation into an army. The mutants inhabiting the asteroid may join the Acolytes if they wish, but they aren't obligated to. Just as you aren't."

"A mutant utopia, huh?" She gave an admittedly forced laugh and nestled her head against his shoulder. He relaxed entirely in relief – he didn't have an answer yet, but at least he had managed to shock her rage and indignation from her. "Sounds too good to be true, Eric. Ya gonna call it anythin'?"

"I dubbed it 'Avalon'," he told her. "But the Acolytes are calling it Asteroid M."

She laughed again and buried her face from view in the crook of his neck. "Sounds like a bad sci-fi movie come ta life," she said.

"I know," he told her ruefully. He ran a hand over her hair. "But I want to share it with you, all the same."

The girl wound her arms around his neck. "Ah can't decide now," she said heavily. "There's so much Ah have ta think about – the Professor, mah friends…"

"All I ask is that you think about the possibility of coming with me," he reminded her, pressing a kiss to the top of her head. "Consider me."

"Why, though?" She raised her head up, staring up at him with teary eyes. "Ah don't get why. Ah mean, ya gave me reasons, but only reasons why Ah should wanna join you. Why d'ya want me with ya? Ya not the type ta just bring a girl along 'cause ya don't mind rollin' in the hay with her…"

He frowned at her choice of words and silenced her with a gentle touch over her lips. He hoped to God that she didn't consider their time together in such a crude and detestable manner. "You're right," he told her carefully. "I'm not the sort to do any such thing."

"Then why?" she asked again. Her stubborn frown was back. "What's goin' on, Eric?"

Magneto kissed her forehead, stalling. "Anna-Marie…that is a question I've been posing to myself for a while now." He paused and looked away from her. "I don't think I can answer 'why' I want you at my side, but it is my most fervent wish that you join me." He felt a rather novel sensation of guilt, but reminded himself that he hadn't lied to her – he had been wondering why this had all happened, though he had yet to regret it; he didn't think he could tell her why he wanted her to be with him so badly, because he was afraid of what would happen.

She swiped at her tears and nodded, calming down. She seemed to accept his answer for the meantime, and showed it by shyly kissing him. But she didn't say anything.

"Am I too presumptuous, my dear?" he asked her suddenly, wary of her silence. "Was I wrong in supposing that you would consider my offer?"

"It's not that," she said quietly, nestling against his shoulder again.

"Then what is it?"

"Ah'm…afraid."

"Of what? Of me?"

"No…of us. This choice. Me." She paused. "Ah'm gonna have ta tell 'em. Mah team. About us, that is. Ah…Ah wanna know why they'd want me ta stay. Ah need ta know if they'd judge me for this."

He nodded. "I understand."

She gave a laugh and raised her head to look at him. All the sadness was gone thankfully gone from her look; she seemed playful now. "Eric, Ah've never known such a meddler in all mah life. Always tryin' ta change things…never leavin' somethin' well enough alone."

"I tried to abide by that old conservative slogan once – 'if it works, don't fix it'." He couldn't help giving her an amused smile. "And thanks to that I spent much of my time after my wife's death ignoring the problems of my children, pretending that I didn't feel the need to make more of myself, deluding myself that nothing was wrong and determined not to…let anyone get close to me again."

"That's horrible."

"Well, you can understand my determination to never let 'well enough alone' now, where there is room for improvement, can't you?"

"Sure…as much as Ah can ever hope to understand ya." She dropped her head to rest on his chest, effectivelyhiding her confused and clouded eyesfrom him.


A/N: Biggest…chapter…EVER! Anyway, it's REVIEW TIME!

RogueBHS: I would really love to capture the Maximoff-Lensherr twins' reactions – I'd do it if there was any room for comedy here. But it just doesn't seem that Magneto would really fill them in on much (he's not going to win any parenting awards, except maybe in the Age of Apocalypse timeline when he and Rogue have a kid and he actually pays attention to it – shock!). And the startling revelation – while I think I probably wrote it in too soon, but meh – was indeed a fun moment to write. If anyone's so apt at lying that they can keep secrets from themselves, it's him! Anyway, thank you for the review and I hope you enjoyed this update!

ishandahalf: Holy simoleons, Batman! Yet another vast review! Your feedback is thorough and frank, though, so that's a good thing. Anyhoo…yes, I agree the Emma thing was very creepy, but Xavier's a guy too! I'm sure even guys who're fast approaching eighty…oh, no. I'm just going to stop there. Though, as far as the comparative age differences between the two men and their paramours is concerned, the Professor is the elder of the two men and Magneto's kinda de-aged himself somewhat…so it's not quite so bad as the grandfatherly-figure secretly yearning for the White Queen (bleh, that sounds really bad). Speaking of concerning, the 'Gambit Confrontation' (you're right; it deserves capitals) is fast approaching – there's still plenty of room for Rogue to back down from this gracefully and resume life as always, but it all hinges on Remy's capacity for understanding. I'm not sure if he's got that or not just yet…we'll see soon! I've been toying with some dialogue for that scene actually – it's all angst-a-plenty, to be sure. But right now, the easier option for Rogue is running off with the Master of Magnetism, I agree. Ah, we'll see what happens. It's still poised to go either way; it just comes down to Remy. Well, thank you for the review and, before I forget…here's a teaser. Well, it's not actually a teaser, so much as it is a silly tidbit – '"Drake, either you put on some goddamn pants or you're serving double Danger Room sessions!"'

N.M.C.L: Xavier probably is a bit arrogant, isn't he? Well, I suppose that just comes with great power. I have to agree, though, with your hate of Jean's character – the ultimate Mary-Sue. It's excusable, in a sense; she was their first female hero (in the comics, in her first appearance), and at that stage a female comic book fan would've been unheard of so they just constructed the perfect woman. I don't mind Cyclops so much, though…when he cuts loose he's pretty kick-ass. Anyhoo, I hope you enjoyed this little tidbit and thanks for the input!

willowaus: Glad you liked the Xavier and Magneto bit; it was damn fun to write, let me tell you. I love it whenever Magneto is made to feel small and wrong under the weight of the Professor's quiet yet meaningful insinuations. Don't you worry about Rogue, though – she's going to handle herself. Or, at least, she'll try. Hm…anyway, thank you for the review and I hope to hear from you again!

MarieSedai: Happy (Belated) Birthday for the 14th! Consider the last chapter my present. :) You know, though, since this chapter took so long to write, I don't think I will be able to wrap this up in another four chapters. It'll be at least five, but probably six if the Gambit Confrontation (it deserves capitals, surely?) takes up much space. Oh…actually, this could take much longer than I though. Huh. Oh well, it'll just be a while before I end up writing my next fic. Thank you for the compliments re: my writing and also for saying that I prompted you to re-register. Whee! I get praise!