Rogue fidgeted with her gloves as she looked out the window of the X-Jet. No one had said a word since they had abruptly left the prom and boarded the plane a few minutes ago. She turned around to look at the rest of her teammates. Kitty was examining her glittery-painted nails, Sam was drumming his fingers on his knee, and Kurt was furiously tugging on his tuxedo's bow tie.

"Pre-calc is easier than figuring out how to get this thing off," Kurt muttered to himself.

Kitty sighed loudly and got up out of the seat across from him. "If you want help Kurt, you could, like, just say so," she reprimanded as she leaned down and removed the offending item in three deft movements.

Kurt stared at her, baffled. "How did you do that?"

Kitty waved her hand at him dismissively. "Whatever." She stood back up and faced her friends. "Okay, that's it. We can't just sit here and not say anything, guys. We NEED to figure out some sort of plan."

"A plan for WHAT exactly?" Kurt asked.

"Kitty's right," Jean called over her shoulder from the X-Jet controls. "We won't be any better off then the Professor, Gambit, Wolverine or Scott if we don't."

"Like their plans helped them any," Kurt grunted. "Besides, maybe it was someone's plan for this to happen."

Rogue narrowed her eyes at Kurt. "What are you saying exactly, Kurt?"

Kurt sighed and threw up his hands. "I'm....well, I'm just saying what everyone else is thinking," he stammered.

Rogue looked around in disbelief. "Kitty?"

Kitty looked down at her hands and fidgeted with her bracelet. "Well, you gotta admit Rogue, it does look pretty suspicious."

Rogue turned to look at Sam imploringly.

"It, well, it doesn't look good, Rogue," he admitted. "I'm sorry but...."

Rogue stood up, outrage etched on her face. "I can't believe this! You ALL think Gambit did this?"

"I know you and he went through something in New Orleans together when you saved his dad, Rogue, but how well do you know him, I mean, really?" Kitty quietly offered.

"I don't know how I know. I just KNOW." Rogue said. "If any of y'all trust me, even just a little, you'll believe me that I know it wasn't him."

Jean's mediating voice interrupted from the front of the plane. "Arguing isn't going to get us any closer to helping our friends."

Rogue crossed her arms, looked at her three friends warily, and took a deep breath. Jean was right, AGAIN. Why did it have to happen twice in one night?

"She's right, we need to stop fighting about whose fault this is and get the job done. Any ideas?"

There was silence for a minute, then Sam piped up.

"You said Jean Luc's gang doesn't have any mutants in it?" he asked Rogue.

Rogue shook her head. "Remy, I mean Gambit, said he was the only one, and he isn't with them anymore. When we rescued Jean Luc the first time, he seemed really surprised by all our powers, like he'd never seen anything like them before."

"So it's pretty weird that his non-mutant goons could take all four of them out," Kurt wondered.

"I'm guessin' that after what you all have said about this guy, he would be pretty happy to have the X-Men working for him." Sam said.

"That'd never happen," Kitty snorted. "From what Kurt told me it took all of Wolverine's self control not to hack Gambit into bits for kidnapping Rogue to help him, much less the slimeball who got them into the whole mess in the first place."

"So he'd have to do some pretty serious convincing to get the job done," Sam nodded.

"Taking the Professor would definitely be a way to get the X-Men to do what he wanted," Jean contributed from the pilot's seat.

"But there's no way he could have subdued the Professor unless...." Rogue continued.

"Unless he knew about his powers and how they worked?" Sam offered.

Exactly!" Kurt snapped his fingers. "It all makes sense now. No wonder he let Gambit leave the Thieves Guild. He WANTED him to go to the X-Men, so that when he asked about us, it wouldn't seem so suspicious."

"And I have a feeling a guy like Jean Luc would know a lot of people who would know where to get even more detailed information about us," Rogue agreed.

"So what do we do?" Kitty asked.

"They'll be expecting us to come blazin' in using each of our powers," Rogue said. "So they've probably figured out a way to cancel them out, somehow."

"Okay, I'll ask again – so, what do we do?" Kitty demanded.

Rogue smiled. "Give 'em something different."

"Am I the only one who has no idea what she is talking about?" Kitty asked.

"Go on, Rogue," Jean encouraged.

"They'll be expecting Kitty and Kurt – but they won't be expecting Kitty and Kurt working together. Kurt could teleport Kitty around to as many of Jean Luc's cronies as they can to disarm them..."

Kurt sat up. "If I keep the 'porting random enough, they literally won't be able to tell where we go next!"

Rogue continued. "I think I know how I can get to Jean Luc. I remember where his quarters are; the leader of the Rippers was one of the guys I knocked out that night with Gambit, and he kidnapped him from one of his main rooms. Jean Luc is the only one who can cancel out whatever was done to the others." She turned to look gravely at Sam. "But to do it, I'm gonna need to go after him in a way they won't be expecting."

Sam's face drained as he realized what she was saying. "You need to absorb my powers?" he barely managed to squeak out. But it wasn't his powers, or even being unconscious, that scared the heck out of him. It was that Rogue would know his thoughts as well. Especially how he felt about her. It was mortifying to even think about.

But the Professor, Wolverine and Scott would do anything for him as a teammate, and as an X-Man, he knew he had only one answer he could give.

Sam nodded. "Okay, " he agreed with more certainty than he felt.

Rogue smiled. "Jean, would you be able to cloak the X-Jet's location from the Thieves Guild mentally?"

"I think so," Jean said. "I'm not sure for how long, though."

"If everything goes the way I'm hoping it will, the whole team will be back before you even need a Tylenol for a headache."

Absorbing someone's thoughts was always a shock to Rogue's system; it felt like someone's brain was getting smashed into her head and trying to shove her own out of the way. She'd been able to manage the residual thoughts from the many encounters she had experienced so far as an X-Man, but it didn't make the process any less unpleasant.

"Are you ready?" Rogue asked.

Sam nodded. He couldn't speak. Lord help me, this is worse than when I was little and waitin' at the doctor to get shots.

"Thank you again for trying to make this night so great, Sam," Rogue smiled as she sat down next to him. "It really meant a lot to me."

"Uhm, no problem," he managed to say. He felt her lean across the seat, her hair brushing his cheek. Then the smell of lilac, then the feel of her lips kissing his cheek, then....

As Sam's head fell back onto the seat, Rogue blinked and stood up, trying to maintain her bearings while Sam's powers and mental impressions coursed through her head. As she struggled to regain control, a tear rolled down her cheek, and she quickly wiped it away. She didn't have time to deal with the vehemence of the thoughts she was experiencing right now. Her friends were in trouble. She had to focus.

"Let's go," she called to Kurt and Kitty.

"Good luck and be careful," Jean nodded at them as she activated the X-Jet's door and ramp.

"Give me one good reason why I shouldn't bust your head through this wall," Rogue snarled as she held Jean Luc against the wall by the throat. The man had certainly not been expecting the slight girl with the white striped hair to come blasting through his house like a missile.

""Why that be easy cherie," he sneered. "'Cause I am the only one who has the antidote for the ol' sleepin' sickness your friends got."

Sleeping sickness.....some kind of poison? That's how he had stopped the others?

She wasn't going to give him the time to do it again. "Goodbye, Mr. LeBeau," she spit at him as she slammed her bare shoulder into his face.

As the unconscious figure of Jean Luc LeBeau slumped to the floor, Rogue struggled to reign in Sam's powers while sorting through Jean Luc's thoughts to find both her friends' locations and the antidote. Fumbling around the desktop near Jean Luc, she extracted a key from underneath a pile of old books.

Running to the window, she looked out to see Kitty and Kurt kicking the last of Jean Luc's cronies to the ground. Kurt spied her and grabbed Kitty, teleporting them both up to the room. "You got him?" Kitty exclaimed. "Wicked!"

"They're holding them in a converted old storehouse at the back of the property," Rogue said as she tossed Kurt the key. "This unlocks a case inside that has the antidote. I think there are about a dozen more guys guarding them there, though."

Kurt and Kitty shrugged. "No problem, the Wonder Twins can take 'em!" Kitty smiled as she bumped fists with Kurt.

"We need to go, now," Rogue said urgently. "I feel Sam's powers are startin' to wear off and I think we're gonna need them to get through the door."

A rocket-propelled Rogue and a perpetually disappearing and reappearing Kurt and Kitty were indeed the last thing Jean Luc's remaining lackeys had been expecting, and just a few minutes later, they were helping their woozy friends to their feet and out of the building.

"How did this happen?" Scott asked.

"I'm not sure, but someone is overdue for a serious beating," Logan growled as he unsheathed his claws.

"We are all safe now and relatively unharmed, Logan" the Professor warned. "We should be grateful for that and depart before any more trouble starts."

"I'll show that slimeball Jean-Luc grateful," Logan sneered as he begrudgingly followed the Professor out the door. As he walked by Gambit, he nodded his head at him. "Your dear ol' adopted dad couldn't help bragging and blabbed his whole plan to us right before he knocked us out. Guess I was wrong about you, kid," he grunted as he walked away.

"That's as close to an apology as you're ever going to get from Wolverine," Scott said as he held his head. "I'm sorry we misjudged you, Gambit."

"It's fine mon ami. Bygones be bygones." Gambit nodded at him. He looked to Kitty, who were on either side of Scott to help support him. "Have you seen...?"

"She's resting over there," Kitty nodded her head in the direction of the trees surrounding the back of the storehouse.

"Thank you ma petite," he winked.

"What did you do that for?" Kurt hissed at Kitty.

"You are so, SO clueless Kurt," Kitty rolled her eyes.

Rogue slumped against the tree trunk, her face in her hands. Her head felt like it was going to explode. She'd absorbed more than a few people and their powers by now, but every time it seemed to get harder and harder for her to get back in control. It was as if there was less and less room left for her inside her own head.

And then there was having to deal Sam's feelings for her. Even though they were fading, they still felt as if they were overpowering her. She liked and appreciated Sam, but she knew she didn't feel anywhere close to the same about him as he did about her. What was she going to say to him the next time she saw him? And how was she going to tell Gambit about what had happened to the once-beautiful-but-now-ruined dress he had entrusted to her? She looked up at the sky and sighed heavily, tears rolling uncontrollably down her cheeks. God, she HATED feeling like this, so...so emotional. She was the tough one, the one that didn't crack. She had to get this back under control.

"Cherie?" Gambit's tentative voice echoed from somewhere behind her. "Are you alright?"

Damnation, what kind of timing he has! "I'm fine," she replied in a voice that still cracked with emotion. "I just need a minute."

"I know, I just need to tell you somethin' is all," he said as he edged closer to her.

"Now's not a good time," she replied, fighting to control the wavering in her voice.

"M'kay," Gambit said, stopping about a foot away. "I'll wait as long as you need me to."

He heard a sniffle, then saw her reach up a hand to her face. "Please don't look at me, Gambit."

"Why not?"

Rogue suddenly whirled to face him. "Because of this!" she stammered, gesturing at her dress. Large gashes ran up and down the sides of the dress, and the hem was in tatters and covered with dirt. Splinters from the walls she had blasted through were embedded all over the dress, and one glove had completely torn off. "You gave me this beautiful dress – your momma's dress! – and I ruined it. I can't ever expect you to forgive me for that."

Gambit walked up to her and looked down into her eyes, his face an inch from hers. "Things are only that – just things, cherie." He brushed her face with his gloved fingers. " And I can tell you that after all you done for us – for me– here today, I've never seen you look as beautiful as you do right now."

He stepped back and held out a hand to her. "Will you give Gambit the honor of the last dance with you tonight?"

Rogue wiped a tear from her face. " I don't hear any music."

"I do," he winked. "Just follow my lead, okay cherie?"

Rogue sniffed and took his hand. He wrapped his arms around her and she laid her head on his shoulder as they slowly danced through the shadows of the trees.

It wasn't exactly the perfect ending to a perfect prom, but it was the beginning, of something.....

The End?