-12 years ago-

It was late afternoon. Long after the body was lowered and the grieving crowd departed, a lone figure approached the site.

The brunet held his hand on the gravestone. His eyes traced the name on it and he gave a heavy, remorseful sigh.

"You should have been there", the angry, feminine voice called out to him.

The male turned and found the departed's best friend standing a few feet away. Removing his hand from the stone he ran it down his face.

"I'm sorry Em-"

"Don't tell me you're sorry!"

He winced at her anger. He felt helpless. He hated feeling like that.

"Where were you when she needed you? Stopping a pathetic mugging?" The female's voice dripped with disgust.

"Stay out of my head", he bit out, then took a deep breath. "I was clear across Manhattan when it happened."

"You were on the phone with her minutes before it happened!" The blonde woman stepped to get in his face.

He couldn't hold her gaze.

"What good is your sixth sense when it can't help people?" Tears ran down her flawless skin. "What good is it when you can't save her?"

The brunette ran it through his head once more. His girlfriend had hung up on their conversation, making plans for a fancy dinner that night. The report said she was talking to someone else when-

"That's right! She was on the phone with me when the car hit her!" The distraught blonde pushed him with all her strength. "I heard her die!"

Shock over the realization caused him to stumble back from the shove.

"Emma", he reached out a hand, "I'm so sor-"

"NO!" Emma slapped the gesture away. "You don't get to apologize for this!"

The brunette's already frail nerves began to snap. "What more could I have DONE Emma?" Flexing his hands, he wished for a super villain to punch right then. "I was across the city when she was hit. I sped there as soon as you reached me. By the time I got there, she was already gone. It wasn't a villain out to get us, and it wasn't karma."

Tension drained out of his body and his shoulders slumped.

"It's horrible, but accidents DO happen. The most", he sniffled slightly, "the most we can do is remember the good times we shared with her."

Fuming in her rage, the young woman lashes out with her most powerful weapon. "No Peter, you don't get that either."

Peter Parker screams in pain as a pressure like a cold scalpel twists in his mind. Happy days and warm feelings of a girl taken too soon are surgically removed from his very being. All memories of her, erased. His voice becomes hoarse and he passes out in the graveyard when her work is done.

She looks down at his crumpled form in vindictive triumph. Her next impulsive act is similarly selfish.

Memories and thoughts of her friend are causally ripped from all around Manhattan. Using a much gentler touch, the departed girl's face is plucked from anyone having interacted with her for more than a minute.

By the time she finishes her petty act, Emma's nose is flowing with blood. The normally prim young woman can't find herself to care.

Movement catches her eyes. The brunette raises from the ground gripping his head. It's a simple matter to block herself mentally from his gaze. Observing him stumble around, she grins smugly when he finds himself at another tombstone, completely passing the marker for Sophia Sanduval.

"Uncle Ben", he says out loud, confused but rapidly adapting to the situation. He didn't remember coming here, but it must be to pay his respects again. Watery eyes take in the chiseled words. "I'm sorry."

Emma Frost leaves soon after, the hero's admissions of failure to his departed uncle quickly boring her.

She felt so empty. She thought being the only one to remember her, to be the single person to KNOW her, would fix... something? Anything? Petty and selfish of her, yes. But she was mourning her only TRUE friend. He didn't count, not anymore.

A shower at the best hotel she could find and new clothes, all obtained with her gift, do nothing to fill the void.

A deep ache gnaws at her. The pain of loss causing more tears to fall, far more than she can ever remember shedding before.

She couldn't live like this. It was ripping her apart inside. Her face in the mirror, she couldn't even recognize anymore.

She'd done a few stupid things that day, what was one more?

She stared into her reflection's eyes...

-The Next Day-

She had the sudden impression that a garish looking figure hung from a flag pole lamenting the loss of his powers. She shook it off and checked her makeup again.

The limousine's other backseat occupant, a middle aged over the hill playboy, sat ramrod straight and silent.

A sudden mental impression from another vehicle causes her to pause. A father suddenly decided to transfer his familiar looking blonde daughter to another school. Some vague feeling of wrongness, of something missing, at the old one it seemed. It was triggering his protective instinct honed by years on the police force.

She waved away the thought. Familiar girl or not, the silly little whims of regular humans didn't matter to her.

The blonde woman gave herself a frosty smile. A few quick mental commands, and the VERY rich man beside her removed his wallet and placed it on the seat.

She rummaged through it and pulled some cash out, pushing the wad into her designer purse. Just in time, the limo slowed to a halt.

The driver stepped out and opened the door for her. One more command, and the limo drove away, the people inside commanded to forget the beautiful passenger.

Making people forget, she had somehow gotten very good at that trick. The last year or so was spotty, but she wasn't too worried about it.

A haze of a memory popped into her head, some raven haired young woman, surrounded by animals.

The blonde shakes her head free of all distractions and turns to enter the most prestigious club in New York.

She smirks reading the sign.

"Hellfire Club."

-Now, Jean Grey School-

Kitty Pryde, veteran X-Person, thought she had seen and heard it all.

But when she went to the kitchen for a late night snack, she was unprepared for her sometimes personal nemesis to be wearing a overly large MSU sweater, crying into cocoa.

And after hearing her story she was forced to listen to, she had no clue what to do.

"Um, sorry? Sounds rough." She knew Frost could and had done monstrous things, but she was surprised how this seemed to be affecting the normally cold-hearted woman.

"The tiff with Apocalypse", Frost said around her mug, "me becoming one of his Horsemen, unsettled the block I had in my mind." Another shock for Kitty, she watched Emma wipe her nose on the already abused sleeve. "It all came crashing back."

Kitty was far past uncomfortable with the situation, but because of the tiny bit of humanity peeking through, she couldn't just leave. "Are you going to tell him?"

Emma stared into her almost empty mug. "I don't know."

Kitty crossed her arms, "I think he deserves to know."

"Of course he deserves to know you stupid bint!" Some of the old Emma flared up depression reigned it back in. "I'm not the same person anymore. I KNOW what I did was wrong."

The younger woman sighed and fiddled with her own mug. "People can do stupid things out of grief. I think he would understand."

"Understand, maybe." Emma locked eyes across the table, "but I don't know if he could ever forgive me."

-Been working on this. Tried to fit it into a little niche in the timeline, and maybe answer a few questions.-