Author's Notes: So this chapter is basically filler. Yes ladies and gents, I can admit this. I look at it as a bridge… this chapter takes me from the last chapter to the NEXT Chapter and then hopefully FINISHED soon after. As I've said before, I take bits and pieces from Comic and Movie verse and mold it into my own little verse. Well, now we have Carol… the rest is in the story.

Her knees had nearly given out when the door had closed behind her. At least seven inches of some unknown substance, not metal- not wood, now stood between them. It hadn't been easy to project calm mere moments ago, and yet somehow she had. She'd done it for him; she'd tried to show him she wasn't afraid, she had tried… and now she needed to believe it. Her escort closed in around her, effectively forcing her forward when they began to walk. Casting furtive glances as they made their way through the brightly lit hallways, she attempted to burn a map into her memory. They would need everything they could, every ounce of familiarity, to help them escape if… when, they had their chance.

A scream echoed through the hallway causing Rogue to stop in the nearest doorway. Sinister simply nod his head, and the flame haired woman in front of her shimmered and vanished. Grabbing her arm, he began to pull Marie towards their destination once more.

"What was that?" she asked while casting a frosty glare in his direction.

"Not all of my subjects are as… cooperative as you are dear girl." His smirk was infuriating, and she felt the strong desire to rip it off of his face. If she could hold onto that anger, let it overpower the mind numbing fear… she and Logan might stand a chance.

"I presume you slept well?"

The question nearly stopped her in her tracks again and her eyes widened incredulously.

"I said I wouldn't put up a fight, I don't remember agreeing to the whole chit chat thing pal."

His black lipped grin did nothing to diminish her anger; it just served to stoke the flames of her hatred for him.

"I'm delighted you think of me as a friend." His eyes were cold and calculating- and a part of her knew, inside, that he was baiting her. He was waiting to spring some sort of trap when she was unsuspecting of it, but she had been taught well. You didn't live with two of the worlds' most powerful telepaths without learning a thing or two about mind games.

"For a doctor, you're pretty damn stupid. It's called sarcasm, and you are far from my list of friends." Challenge was written plainly across her face, and she noticed the flare of the mad doctor's nostrils as he picked up on it. The tension fairly crackled between them.

"You wound me Anna, or do you prefer Marie? Perhaps, Rogue?" he cleared his throat and continued, "As it is Anna, you will one day realize what it is I've done for you. When that day comes, you will thank me," he leered in her direction, "You'll thank me in many ways, I assure you."

Her breathe came out frosty and the walls sparkled from the light sheen of ice that had formed over them.

"Yeah well, today ain't that day sugar. Feel free to hold your breath until then." She clenched her fists together until she felt the ice retreat.

Sinister seemed undeterred by her outburst as they stopped in front of another door, "You seem like such an intelligent girl, I find it hard to believe you'd be willing to give up your gift for that… animal… in there."

Narrowing her eyes, she spat in his face. Her voice was foreign even to her ears when she spoke; low and dangerous, and as sharp as any blade.

"You know nothing about me or him, you hear me? So why don't you shut your goddamn mouth so we can get on with it already, and I can get to my cell?"

Calmly wiping the spittle from his face, he replied, "As you wish."

Entering his code into the electronic keypad, he ushered her inside.


Carol Danvers was what one would consider a strong woman. She was tall with a sculpted body, long blonde hair, and the greenest eyes you had ever seen. She was beautiful, the kind of girl you'd see in the magazines, only with a heart of pure gold. Along with looks came street smarts as well as a high level of intelligence. Carol was perfect, and then she discovered she was a mutant.

She'd been running late to meet her friends, and as it would happen, wound up with a flat. She had pulled over to the side of the road and assessed the damage. With a sigh she'd popped her trunk, pulled out the jack and the spare, and gone to work. While she'd changed a tire before (her brother had fairly insisted she at least know how to change the oil in her car along with the tires) it was the cherry on top of a very long and tiring day. She hadn't realized she had lifted the car nearly a foot off the ground at first, and stared in shocked awe at her hands when it finally sunk in. Unfortunately for Carol, after backing away incredulously, she'd managed to lift herself off the ground. The shock of being able to lift her car with one hand quickly wore off when she discovered that she herself was now hovering in midair. At the discovery, whatever had been keeping her aloft dissipated and she was quickly deposited on the asphalt.

After her discovery she trained herself in the use of her newfound powers. Carol Danvers was nearly unstoppable. With super strength, flight, near invulnerability, and her oft-used "sixth sense", she was a power house. Her biggest weakness however, she still had to breathe.

As an adult Carol had learned that even with looks and several degrees, you weren't always guaranteed an easy road. Being responsible was a job which required a job. For months she had peddled her resume and nearly given up, until she'd been called in for a job interview. She hadn't expected the building that loomed in front of her, and something nagged at her while following the secretary to one of the conference rooms. Attributing the feeling to nervous jitters, she ignored it. She never smelled the gas as it filtered through the vents and into the room, and she hadn't been able to move, much less struggle, when the strange metal collar was snapped in place around her neck.

Months passed and the one that called himself Sinister had come to her almost daily, tried to break her down, and she'd resisted. She suffered through his tests and various experiments for what seemed like an endless lifetime… but she never broke. Carol Danvers didn't break, Carol Danvers didn't cry… and yet when she was brought into Sinister's lab that day, she knew. Staring into the brown eyes of the girl with the white streak in her hair, she knew.

"I'm sorry," the girl whispered before their skin made contact, "I'm so, so sorry."

It was then, and only then that Carol allowed a single tear to roll down her cheek. She knew, but the knowledge did little to comfort her.

Carol Danvers knew she was going to die.


The liquid burned through her veins changing everything in its path, burning away the old and creating the new.

"One more session and the change should be complete. Your DNA will be permanently altered, the very template it was formed from, re-written."

It was then that the blonde was wheeled in, her green eyes fierce and proud. She'd looked at Rogue, their eyes locking in silent communication, as understanding flashed across the green orbs.

"I'm sorry," Rogue whispered as their flesh met, "I'm so, so sorry."

A single tear slid down the pale cheek, even as proud eyes seemed to whisper, "I forgive you."

She felt the pull begin, but there was something different, something very wrong. She'd been touched before, and this was like none of the previous times. David, Logan, Bobby, even Magneto had been willing and the transfer had been seamless. Pyro had been different, resisting, and she hadn't gotten as much from him. But this, this was overwhelming. She felt everything that was the blonde, no, Carol, Carol Danvers… rushing into her- infusing her with new life, new strength, and new memories.

Between the fire in her blood and the assault on her mind, Marie screamed while the woman, Carol, opened her mouth in wordless agony. Drowning in the tidal wave of pain, Rogue slipped gratefully into the oblivion that unconsciousness provided, while Carol slipped away altogether.


Logan paced the confines of the room he'd been sharing with Marie, admittedly the only good thing about being stuck in this living hell. It couldn't have been more than a few hours since she'd walked through that door, and she'd done it for him.

"What choice do I have Logan? I can't let them hurt you, not when it's my fault you're here."

He'd picked that time to kiss her- praying to a God that no longer listened, that she would know what he was feeling. Her scream had stopped his pacing and sent him into a full blown berserker rage. Nothing he did seemed to have any effect, and the desperation was like nothing he had ever felt before.

"Marie!" He screamed until his voice was hoarse and pound his fist ineffectually against the door.

He stepped back only when he heard the sound of the locks moving against one another, his breathing heavy as he picked up her scent from the other side.

He was flung backward into the opposite wall as Zaladane entered, one of the other women dragging Marie's still form into the room. As the two women retreated and the door sealed shut behind them, Logan rushed forward. Pulling her into his arms, he brushed the white locks away from her face. Her breathing was steady and at the touch of his hands to her face, her eyes fluttered open.

"Logan?" Her voice was weak and her eyes were already slipping shut again.

"Yeah baby, I'm here."

"Good. Good, Logan… I…," her voice faltered as a tear slid from her closed lid.

"It's ok Marie. No one's gonna hurt you. I've got you darlin', you just sleep."

Her breathing evened out as he carried her to the mattress and gently lay her down. He'd looked for any signs of injury, but found nothing. What burned itself into his memory however, was when she had opened her eyes.

They were startlingly green.