They stumbled on the scene they knew they'd find. Morlocks. Dead. Eviscerated from a recent blast. A Native American man stood, a warped gun attached to his hand. A short haired woman stood beside him, her arms crossed. She raked a hand through it and sucked her teeth.

"Boring." She sighed. In a rage, Piotr ripped a chunk of the wall that was loose into his hands. He stared at them. Monster. Old women and children... Massacred. 'This is why I left Russia...' He thought frantically.

"You!" He blowed, tossing the boulder with ease. "The Rasputins send our regards."

"Watch out!" The woman warned, clapping her hands and scattering the debris. Scalphunter chuckled.

"Good one, Arc. Are these the bloody X-Men now? I've been bored out of my mind murdering cripples-" He waved his normal hand at them. Angry tears streamed down Kitty's face as they glared at them.

"You bastard," Scott began darkly. Arclight laughed.

"Look, he cusses!" She shrieked, slapping her knee. "Get a load of that!" She looked at Kitty, crying. "They got a kid wit' em, Scalp! She's cryin!"

"SILENCE," Piotr roared, rushing forward. Arclight sneered. 'Bingo,' She thought. She punched him with ease, sending him flying.

"PIOTR!" Kitty wailed as the man fired shots at the tunnel he was in. "No!"

"There", he turned to Kitty, jabbing at her with a knife.

"Kit-" Bobby screamed. The weapon phased through. He stared at her, his eyebrow cocked.

"Wha-" He tired again. "You?!" Same response. He didn't miss but the weapon floated right through. "You a ghost, bitch?!"

"No, worse. A Shadowcat." She dropped and swept her leg under Scalphunter, knocking him down. Rogue scooped him up from the ground and punched him feet away with a snarl.

"Good night!" Groaning, Joseph ripped the metal from the walls and launched them at the mutant woman opposing them.

"She devil!" He cried. She screamed and clapped her hands, sending the metal flying.

"Back off, X-Freaks."

Rogue raced forward, her fist cocked. She halted when a stream of ice forced her to stop. A glowing harpoon crashed into the ground where she would've been. She tossed Bobby a look before trying to find out where the spear came from. "Watch it!" Rogue screamed, pointing upwards where Harpoon was hiding. A shifty, greasy looking dark haired mutant slithered near the X-Men from behind.

"You... You're electricity..." He cooed to Ray, causing the mutant to jump.

He staggered back, crackling with electricity. He pushed Amara behind him. "Fuck off, man." The lightning leapt at him.

"I'm Scrambler, see. Once I touch you, you'll have no powers! Hee hee!" Ray tried to zap him but he missed. The weird, shifty mutant wasn't even focused on him. He was looking beyond. Nobody could afford to lose their abilities right now.

"I'll fry you, I'll do it!" Ray screamed, panicking.

"Ray!" Amara yelled at him.

"I'll take your powers, boy!" Taking the bait, Ray fired up fully. He didn't check for conductible metal around him. He went alight with electricity, everyone screaming in horror.

"RAY!" Scott roared, his feet pumping into the concrete ground. "RAY, NO-" He was dead before he hit the ground. "NO!"
Bobby ripped at his hair in horror in frustration.

"NO! Why!" He shot of stream of ice at Scrambler but he shuffled away.

"X-MEN!"

"Callisto sent us!"

Rogue turned to the tunnel where a dozen of Morlock survivors stood. "Survivors!" Riptide cursed to himself.

"That won't do!" He began to spin rapidly. Kitty began screaming.

"Take cover! Get down!" She screamed as Bobby pulled her down behind concrete. Rogue went to block the survivors but Scott tackled her, holding her down.

"STAY DOWN!" He yelled at her.

"They'll-" Screams and death rattles rang out in the sewers. "NO!" Rogue screeched. They were dying. And all she could do was lay under Scott, hidden in rubble. "Scott-"

"Those blades can kill you!" He scolded, his brow creased in worry. Ray was dead. He just died. What was happening? They watched as Kitty broke out, phasing through the blades. Rogue tore from Scott's side instantly to stop her from being killed.

"Kitty-" Riptide stopped for a moment and Kitty grabbed him, phasing him into the ground.

"Damn it!" He screamed, lodged in the concrete. "You bitch!"

Joseph stripped more metal from the tunnels and aimed them for Scalphunter. "The genocide ends." He cried, slinging the metal at him. Scrambler grabbed him from behind, causing the metal to go haywire. A metal rod slammed into Amara and Bobby, trapping them against the wall. Amara burst into tears, stuck hovering above Ray's dead body.

Another rod of metal locked Joseph against the ground, his powers disrupted. 'I can't use my powers right... Damn him...' Rogue tore her glove off, eyeing Scrambler dangerously.

Scott fired a full optic blast as Scalphunter who only stumbled backwards. "Over here!" He barked. Rogue wrapped her hand around Scrambler's face.

"Need a boost!" She cried. That's when all hell broke loose. Rogue absorbed powers. Sucked them away. Through touch. Scrambler disrupted them, made them malfunction. Through touch. When her flesh touched his they canceled each other out. Rogue shrieked, dropping to the floor instantly with him. Both of them silent.

Rogue lay still to the team's horror.

"NO, ROGUE!" Bobby screamed, struggling against the metal restraints. Harpoon snickered, approaching her quickly.

"Get the baddest one of you out of the way, ya?" His spear began to glow yellow.

"ROGUE," Kitty screamed, tripping over herself to run over. She threw herself over the mutant instinctively, her tiny body sheltering her. If she'd been conscious she would've wrung Kitty's neck.

"Katherine," Scott breathed.

"KATYA." Piotr roared, struggling to his feet. Her screams drove something primal in Pietro wild. He struggled through his pain and exhaustion to run to her aid. Riptide blocked his way, spitting.

"No, you don't." He sneered in an angry and desperate Piotr's face. That was a mistake. "You wanna help the brat so bad, I'll kill you both!" He cheered, eyeing Piotr evilly. "It is the least I can do, my robust Russian friend-" His words cut painfully short as Piotr grabbed Riptide's neck and squeezed, mercilessly.

"No." He boomed. "We are not friends, Riptide." He clenched his fist even tighter even though he knew the action would soon be lethal. "Piotr has had enough. Even as an X-Man, actions have consequences." Riptide made a sickening squeal, clawing at Piotr's smooth skin and urinating himself in panic. He went slack suddenly, the life floating from his eyes. "Harpoon," He continued, his voice dark. "Make peace with your gods, little man." He dropped Riptide's corpse. "You are next."

He turned, ready to turn his wrath on the other mutant but he was gone. Kitty's heroics had spared Rogue, who was starting to come to. "W-Where is he?!" Piotr demanded.

"Gone," Scott screamed, looking around for Scalphunter. Piotr ran to Kitty's side to help her up as Rogue regained consciousness.

"Katya, y-" He screamed in surprise when his metal hand went right through Kitty. Rogue rubbed her head. "What is this, Katherine? What is wrong?" Kitty shook herself out of a daze and watched as his hand went right through her.

"Kitty, stop it." Rogue demanded in horror. A finally freed Joseph released Amara and Bobby from the wall. Kitty shook her head in fear.

"I-I'm not doing anything!" She explained. Rogue reached out but the same thing happened. "Oh my god... I can't stop phasing." Kitty realized, feeling lightheaded.

"Kitty," Rogue snapped, shakily climbing to her feet. "Focus. What if you fall through the earth?" The teenager steeled herself. "Now think, Rogue. Think..." She knew she had to have an ability that could help Kitty. But what? She never got a chance to think. A rocket slammed into Rogue, launching her into the wall a with deafening slam.

"ROGUE,"

A woman's cackling was heard in the same direction. "Creed promised me entertainment!" She teleported herself out of the way of one of Scott's blasts. Rogue tumbled underneath Sabretooth, his acrid breath rolling out hot on her face. She screamed in surprise, then terror. And then, finally rage. She handed Logan the reins and shot her claws out, piercing Sabretooth in the shoulder with blind rage.

"DIE," She screamed, yanking her claws out and piercing him again with a feral snarl. Creed laughed, flipping the tiny girl off of him with ease. He sucked her blood off of his feline like claws.

"I wish Logan was here," He began, stalking toward her. "He'll just have to imagine the look on your face when I disembowel you." She growled like an animal and launched herself at him, claws first. They buried themselves in his chest and stomach. He grinned at her, blood dripping out of his mouth.

'She's not thinking straight...' Scott thought worriedly. Rogue's body was taking a physical beating but she was too absorbed in Logan's psyche to fight smart. "Rogue!"

A blast nearly turning Scott into cinder stole his attention back. Scalphunter sneered at him, his massive gun pointed at him. "I'm over here, One-Eye." Piotr ushered Kitty back.

"Stay out of the fray, please." He begged. "I can't let anything else happen to you..." Tears leaked down his metal face. 'Piotr...'

Sabretooth stuck all five of his claws on one hand into Rogue's side, snarling. "Atta girl..." He jeered. "Leave James a pretty corpse to find." He stared as her eyes began to glow white, lightning forming and zapping the other mutant. Sabretooth howled in pain, dropping Rogue. She fell to the ground, spitting blood. 'D-Damn it...' She thought. 'I miss that healing factor.' She stuttered to her feet, her bone claws covered in blood.

"Fuck you, Creed. Logan would kick my ass if I let you kill me." She said with a laugh, thinking of how much she missed him. 'I hope I see you again, Logan...' Scalphunter fired recklessly at the scattered X-Men, none wanting to find out what happened if that laser hit them. Scott countered back, struggling to hit the technomorpher.

'This is bad, real bad.'

Both Rogue and Sabretooth raised their fists and launched themselves at each other. Rogue's claws landed right next to his heart. His hand clamped around her throat, catching her by surprise. Her chest spasmed as she instinctively as she tried to breath. He grinned at her, flashing sharp teeth. She swiped at him in vain, trying to maim him until her last breath.

"ROGUE," Kitty shrieked from behind Piotr. She tried to run forward but he held his hand up.

He then ran forward, his fist raised. The telepath with the green aura intercepted him, slamming him into the wall.

"Why thank you, Chimera." Said Sabretooth, grinning as Rogue turned ashen in his grip. Scott ripped his visor off with a frustrated yell, unloading an optic blast at Sabretooth. He howled with pain but did not drop her. The scent of burning flesh erupted into the sewers. Rogue twitched unnaturally in his hands, her eyes rolling in the back of her head.

"HE'S KILLING HER," Kitty screamed, panicking. 'If I run over, I'll phase through. But I can't just watch!' She thought. Bobby aimed his hands at Sabretooth but Chimera froze his hands with her powers.

"There!" Magma tried to shoot fire but molten rock hardened over her hands.

"No-" She cackled. Scott ran forward but a blast from Scalphunter sent him flying, and careening with a wall. Head first. He slumped to the ground with a moan. He forced himself up despite his doubled vision.

"Rogue..." He bit out through gritted teeth. Kitty was sobbing so hard he thought she might throw up again.

"Bye bye, Skunk." Sabretooth taunted, jabbing one sharp nail into Rogue's middle. Joseph roared, the entire tunnel trembling as he summoned his powers.

"ANNA," He was met with a blast in the chest from Scalphunter, who was cackling at their combined efforts.

"You guys were supposed to be strong?" He stepped on Scott's leg with a sneer. He shook his head. Scott tried to crawl away from him towards Rogue but he smacked him with his gun. "I'm over here!" He screamed.

While Kitty sobbed hysterically, Sabretooth released Rogue and she felt to the ground. Still.

"No..." But she wasn't dead. And it looked like she was unconscious but she wasn't. She was on a different plane. The astral plane.

Rogue took in a breath of air and opened her eyes. She saw white as far as the eye can see. All around her. Vast nothingness. She swallowed, trying to remember what she was doing before. She remembered Sabretooth and the Morlock tunnels. She grimaced. 'I'm dead...' She thought, her voice echoing throughout space.

"No, you aren't. But you're too close for my tastes!" Rogue recognized that voice. She knew it anywhere. She turned, a tear sliding down her cheek.

"Jean?" There she was. Just like she left that day, in gold and white. She stood smiling warmly at Rogue, her arms wrapped herself.

"Hi, Rogue." Rogue took the moment to examine her own self in the strange place. She had on what looked like an X-Suit. It was bright green and yellow. "It's nice to see you, but I wish not like this." Rogue frowned.

"Where is this, Jean?" She shut her eyes.

"You're on the astral plane. This is where I exist." She made a flaming earth in her hand. "Because the Phoenix exists in the past, the present, and the future..." She shook her head, breaking from the trance. She smiled at Rogue. "You brought some pieces of me with you. Some good ones." She placed a hand over her heart. Rogue smiled in spite of the dire situation in the real world.

"Good I'm glad. But Jean," Her brow creased in worry. "We're in trouble out there, back home. All of us. Scott. He's back now." Jean frowned, nodding. Scott was her biggest tether to herself.

"Right." Rogue looked into her eyes. She knew it was a risk to even propose this but they had no choice.

"Whatever happens to me happens, but can you help us? Give me enough strength?" Jean smiled and enveloped Rogue in an embrace.

"I won't let you or anyone else die!" She declared. "I can't heal you fully but I can keep you from the interstice." She smirked defiantly. "The rest is confetti." With a nod she disappeared inside of Rogue to the girl's surprise. She shut her eyes and waited to return back to real life...

"Rogue," Scott growled, his hand reaching for where she lay at Sabretooth's feet. He grinned at Scott. "ROGUE!"

"If ya hurry her body will still be warm. Only way to fuck that one, right?" Everyone watched as flames rose from her body, suddenly. They formed in the shape of a Phoenix, towering behind Sabretooth. He turned when he saw the shadow, staring at Rogue in disbelief. He, Scalphunter, Arclight, and Chimera all backed away. Rogue rose suddenly, her eyes glowing white.

"Rogue..." Bobby breathed. She reached her hand towards Kitty, her face screwed in concentration. Slowly, but surely, Kitty's particles returned to normal and she stopped phasing involuntarily. She stood on solid ground.

"Amazing..." Piotr breathed from the ground. When Kitty was back to normal Rogue sighed.

"Thanks, Jean..." She said, exhausted. She fell flat on her back.

"Rogue?" Kitty said worriedly, scrambling to her side.

"Jean?" Scott repeated in shock. Jean's form leapt from Rogue suddenly in a burst of flames. She stood in her white and gold suit, red hair billowing behind her. She stared at her friends, all worn out from the battle. "JEAN,"

"Oh, Scott." She smiled at him. "I sensed Rogue in the astral plane and I'm here to help. You," She turned to face the huddled Marauders. Chimera and Scalphunter turned into ash suddenly. "A perfect ending. But you, Sabretooth my love..." She stalked forward, glaring at him. "It isn't my right to kill you. That's Logan's." A flaming drill enveloped her fist. "So let's meet him halfway!" She raced forward and pierced his head with the flaming, psychic knife.

She didn't cut him physically but mentally. The psychic knife eviscerated his psyche. She grinned as he fell to the ground a babbling, writhing mess. "Give Logan my regards." She said, crossing her arms. She turned behind her to see Scott standing there, tears streaming down his face. "There you are."

He wrapped his arms around her tightly. "Don't go, Jean..." She placed a hand on his head.

"Oh Scott. You will have a whole other battle sooner or later if I stay. Besides," She looked at the team. "They need you." He nodded, hardening his face. "I love you, remember that." The slaughtered bodies of the Morlock's began to glow with the same light as Jean. "I cannot do anything for them except take their souls to the White Hot Room with me..." She explained sadly.

She removed his visor, her smile more of a grimace now that she possessed enough of herself to be sad. "There you are." She sighed, revealing his crisp blue eyes and drinking up his optic blast for ride across the astral plane.

'Be more careful...' She told him telepathically as she disappeared. She didn't want to meet any of them again like that.

With a flash she was gone. Scott put his visor back on. 'Jean...'

"Scott!" Kitty's cry tore him from his day dream about Jean. He forced his feet to carry him despite the shooting pain in his head.

"Everyone!" Emma called, looking at the new carnage in the sewers. The bodies were gone except for scorch marks in the ground. Piotr was limping, Kitty was holding Bobby up, and Laura was sniffing at a downed Rogue in discontent. "Oh no..." She breathed.

Scott dropped to Rogue's side with a wince, glad his visor was covering his eyes. Jean's power seemed to invigorate her but not heal her. He watched her wounds carefully but they weren't healing. 'Why?!' He thought rabidly. 'She can't be...' He listened to her chest and heard shallow breathing. He sighed in relief. "Why won't she heal?" He whimpered helplessly, pressing his large hands on still bleeding wounds.

Kitty's lip began to quiver. "She doesn't have a healing factor anymore, Scott..." He turned to her, his face pale. Piotr scrubbed a hand over his face in shame.

"What?"

"She lost it in order to cure Illyana. Bog net," He cursed, shaking his head. He looked down fearfully at her as Laura wordlessly pulled off her glove.

"Laura-"

"Are you sure?" Scott asked her, looking at the young mutant. She still looked at him with distrust but not Rogue.

"She rescued me from the lab." Laura stated plainly. "Logan would prefer I did." Scott nodded and she hesitantly placed a bare hand to her face. Nothing happened. She looked at him with worry. He pressed his hand over top of her's as though that would help.

"Keep trying." He grit out, tears forming in his eyes. 'Please... I can't lose anything else.' He patted Rogue's face with his gloved hand. "Don't leave us." Suddenly, Laura exhaled as though she were in pain. Rogue's blue-green veins began to pop out under translucent skin. Slowly, but surely, she was absorbing Laura's healing factor. Piotr picked her up carefully, Laura's hand still on her skin. Emma sighed, looking at their weary, worn at faces.

"Let's get out of here while we still can."

Xavier Institute, Saturday Mar. 9th 1:47 am

Ororo sat stiffly in arm chair of the foyer. She was uncharacteristically pale, her eyes dim. She had come to a while ago but she sat in defiant silence. The team had arrived from the Morlock sewers. She would respond to nothing but what they had found out and accomplished.

Ororo was a reasonable woman. Pragmatic to a fault. Classy. It was a rare occasion she felt a rage she had to barter with herself not to act on. Her own flesh and blood showing up as good as dead on the institute lawn was a damn good reason to rage. That was a reason to whip up a devastating hurricane. But she didn't. She sat across Hank instead.

He sighed, holding a mug of cooled tea in his hand. "Please, Ororo. Have some." She looked at him with a look he'd never seen before in her eyes.

"I want to be very clear, Hank." She began, sitting at an unnaturally straight angle. "I did not pass out because I am weak, either emotionally or physically. Nor was it because I couldn't handle what I'd seen. Even," Her voice cracked suddenly, seeming to anger her. "That."

Hank bowed his head. "I know, my friend."

"It is because when I get upset, hundreds of thousands of people could die." It was true and it eerily reminded the doctor of Dark Phoenix. 'How many transgressions can one endure before that is the logical outcome?' He wondered solemnly.

"I know." They sat in silence together.

"Tell me, Hank. Did any other kids die." There was no question in the weather witch's voice. She knew when she saw Hank's face already.

"Yes." He answered in defeat.

"Who."

"Approximately 83% of the Morlocks. For starters. Ray is dead." It was like a punch to her gut. She stared at him, the tears welling behind her eyes that she refused to let fall. The Morlocks were harmless. Weak.

"You know, I battled Callisto for leadership of the Morlocks. Years ago. She was just my acting regent." Hank sighed.

"How could I forget, Ororo?"

"83%?" He hung his head in silence. "How were the kids hurt?" He was dreading this question. He began replying in no particular order.

"Scott has a major concussion and is under observation in the infirmary. I've had Multiple assisting me for the past couple of hours to get to everyone." Ororo inhaled. "Kitty needed a blood transfusion after suffering a major nosebleed. Apparently, she got permanently phased out Rogue fixed it somehow. Kurt's in a coma as well, But Emma says it isn't very deep." He sighed, but in frustration this time. Ororo's brow furrowed.

"How's Rogue?" Hank sighed.

"In a coma as well. Turns out she needed that healing factor." A brief silence passed.

"You cannot blame yourself!" Ororo almost snarled. "Without you and her, Illyana would be dead." She said firmly. He looked to the floor. Then why didn't it feel good?

"Our friend Sabretooth must've smelled Logan's scent on Rogue the most, so he attacked her. He injured her within an inch of her life when she apparently contacted Jean." They exchanged an uncomfortable look. "I don't really know what that means, but I'm assuming she took care of things. Laura was gracious enough to lend Rogue her healing factor, but she's still out." Ororo exhaled.

"What else?"

"Joseph is trying to help Piotr heal in some way, he took a lot of hits, even for his iron skin. Bobby and Amara had to have their hands broken out of ice and rock. It took hours. They couldn't handle anything else right now." One tear trespassed down Ororo's face. She flicked it away, quickly.

"Being an X-Man isn't about revenge," She looked Hank in his eyes. "But somebody is going to pay." 'Count on it.'

xxXXxx

Scott sat at Rogue's bedside, watching her unconscious form like a hawk. He listened to the sterile beeping of her infirmary room with regret. 'Maybe everyone was better off when I wasn't here.' He grabbed her hand with his gloved one. "Please, open your eyes..." He looked at her. "I can't do this, any of this without you." 'Jean...' He mind was swimming. Who had targeted the Morlocks? How had Jean just appeared? 'What did I come back to?' He thought, waiting for Rogue to open her eyes.

"How is she?" Scott turned to see Joseph standing in the doorway, looking worn out. Piotr would be okay with lots of rest and no transforming for a couple of days. Scott grimaced.

"I don't know." He sniffed. "The same, I guess." He squeezed her delicate hand.

"She'll be okay. The little one transferred her healing factor, right?" Scott nodded, studying her face.

"Yeah, it's just working really slow. I'm worried about her." He shook his head and forced himself to smile. "But, if I know anything about her, it's that she always pulls through." Joseph smiled at her.

"That sounds like her."

Genosha Ruins, Saturday Mar. 9th 12:38 am

Remy was furious. Seething. Creed was supposed to tear her end from end. Do what some tiny, disgusting part of Remy couldn't do. And he failed. In fact he'd ended up crippled somewhere in the X-Mansion.

Rogue had called upon Jean to beat Remy's plan? Uncalled for. "Some of ya Marauders," Remy began. "They're dead. The others in the wind. But the Morlocks were destroyed, sir. Don't worry." Mr. Sinister suddenly began laughing, loudly.

"Fool, they don't matter!" He cried. Remy looked at him in disbelief.

"They don't?"

"Non," He laughed. "I mean they were all good and well. I just wanted to fuck with the X-Men. Hurt their feelings! Marvelous!" Remy watched him in disbelief. 'We wiped out de Morlocks... For nothin'...' He thought. "All thanks to you, Remy. You assembled my team and gave them the order. Thank you for being a part of history." He stared into Remy's red eyes.

She stared at him with her hair of fire and white on.

"Hey you," She said, grinning.

"Hey, Red." Logan breathed, walking over to to her and wrapping his arms around her. "Maybe you can tell me why the professor hasn't reached out to me but you have?" She smiled at him.

"As sharp as your claws..." She murmured. "Unfortunately I can't. All I can say is to go to them." Logan frowned at her.

"What?"

"Go to them, Logan. Go home. It's time."

"Jean, wait-"

"Good bye..."

Logan awoke with a start, somewhere in the Vermont wilderness. This was the sign he was looking for. It was time. If only he knew it was the worst possible time.

A/N: Bog net: God no