Bella lead her quickly through the boxes and crates being stored in the old warehouse as the sounds of battle drew closer and closer.

"Alright Marie, The others will lead her through here and I will drop the load of crates from that crane up there on her head. The second she's down, you jump on her and hang on for dear life." She looked back toward the fighting as someone cried out in pain. "She's super strong, Marie, so you will have to hang on for longer than you would anyone else. If you don't, she'll just recover and kill you. Just listen for me to tell you when it's ok to let go. Yes?"

Rogue nodded once and ducked as an empty crate sailed through the air and smashed to bits against the far wall. Bella squeezed her arm and disappeared into the maze-like warehouse.

The sounds of battle seemed to fly closer and closer as she waited. Several times, the cries of the others startled her, making her jump and her heart race. Her training as an X-man made her long to jump into the fray and help the others. She burned with the need to get in and lend a hand. An impatient growl escaped her lips and she could feel her hands clenching into fists. She took a deep breath to calm herself. That was just remnants of Logan talking. She had to settle down.

A loud crash redirected her attention, and she peeked around the corner just in time to see several of the others run by. With practiced ease, she stripped off her gloves and rolled up her sleeves. Her powers weren't back to their full strength, so she wanted as much of her skin to make contact with Danvers as possible. She glanced up once and saw that Bella was in place by the crane. And then Danvers strode around the corner.

Rogue had never seen her up close before. The woman was beautiful and intimidating. Her clothes were torn and scorched from the battle, and her hair was disheveled. As she passed under an overhanging light, the lines of lean, sinewy muscle could be easily seen.

Rogue swallowed hard. This was not going to be easy.

Danvers strode angrily down the line of crates Rogue was hiding behind. She was moving too quickly. Bella would never have the time to get the drop on her! Rogue knew that this would be their only chance. She had to get her to stop.

She took a deep breath and stepped out from behind the crate. Danvers stopped dead in her tracks, wary. "Who the hell are you?"

"I…"

The pile of crates made no sound until they hit the ground, smashing into the unsuspecting woman and smashing her to the ground. Rogue staggered back a few steps as the debris from the shattered crates flew everywhere.

For several long moments, there was no sound or movement. Horrified, despite knowing the danger this woman was, Rogue took a shaking step closer.

The mangled mass of wood and nails shifted suddenly, and a fist burst through, making her jump. The hand waved around and felt around for a handhold.

"Now Marie!" Bella called from above. "Now before she gets free!"

Rogue leapt at the outstretched hand and grabbed with both of hers. The hand recoiled momentarily, its owner surprised. Suddenly, her fist clenched around Rogue's. Before she could blink, Danvers erupted from the pile of debris and had her arms wrapped around Rogue.

Knowing she was in danger, and facing a much stronger opponent than she, Rogue's mind cleared and her training kicked in. She instantly clamped her arms around Danvers' neck and shoulders, pressing her face against the other woman's. The blonde woman's grip relaxed, startled by this seeming show of affection from her would-be attacker.

Then she felt it.

The draw was slow at first, and it took her several moments to realize that something was amiss. But by then it was too late.

Rogue could feel the draw immediately. She could feel the strength of this woman seeping into her body faster and faster. As Danvers began to feel the weakness and realized what was happening, the floodgates seemed to open and the full force of Rogue's power blazed to life and slammed into both of them.

Rogue's heart quailed as she realized that her brief time of physical contact with others was now fully and irrevocably over. Despair washed over her and her grip began to loosen.

Danvers, sensing her chance to escape, began to struggle, lifting herself and her attacker weakly into the air.

"NO! MARIE! DON'T LET GO! SHE'LL KILL US ALL!"

Gritting her teeth and blinking back tears, Rogue refocused and clamped down as hard as she could.

Danvers whipped around desperately, the feel of Rogue's power making her crazy with mortal fear. As She drained more and more of the blonde woman's life force, well beyond the point when she would normally let go, she could feel something…different.

Her muscles felt…bigger. Stronger. Danvers was still thrashing as violently as before, yet Rogue wasn't having as hard a time holding on to her. She could feel the change becoming solid. Permanent.

Then Danvers screamed.

But it wasn't just coming from Danvers, it was her own voice as well.

The sound seemed to resonate from deep within her mind as well as without. Her adversary's struggles became weaker, but the scream continued unabated. Danvers' body went limp against her, and yet she continued to scream and twitch. Rogue flinched as her opponent weakly clawed and bit at her, her voice reverberating off the insides of Rogue's skull.

And their screaming continued.

Rogue dropped her opponent and tore at her hair, trying to block out that ghastly sound. She screamed, and in her scream Carol Danvers keened her horror. A nauseating cyclone of conflicting memories and knowledge flashed and swirled in Rogue's head. Desperate to escape the torment, she searched frantically for something to give her relief.

Her eyes fell on something lying on the floor. She stared in disbelief at her own body, lying lifelessly at her feet. What the hell? She fell to her knees and vomited. Deep red and white hair fell around her face as she struggled to get herself under control. She gripped an auburn lock and stared at it bewildered.

The universe lurched sickeningly and she squeezed her eyes shut, willing it to stop. She swayed in a whirlpool current of colors and memories that swirled and blended nauseatingly around her, whirling faster and faster until they blended into a void of blackness that sucked her down into a black oblivion that was both terrifying and a relief.