Redo. I've gone through and made some revisions, not major ones but enough to smooth out the kinks. These chapters sounded horrible.

Disclaimer: I don't own ant characters of the X-Men except for the OC.

The hum of the local traffic mixed with hustle and bustle of city life buzzed all around, filling the night with sound and life. Marie sighed watching the puff of breathe evaporate into the cold night air. A loud whistle pierced the air making her cringe. She turned to look behind her, just in time to catch a pair of dudes off to her left. She wrinkled her nose when one offered her a wink.

"Hey, Max, it's getting' kinda late. Ah wonda if we should head back?" Rogue asked her companion trying to hide her uneasiness, and disgust.

"We've only been gone an hour, this was your idea remember? C'mon, don't worry bout those two, if they even try to follow us they'll be in for a world of hurt... fuckin' smell 'em from here…" Max replied casually before slurping on her blue slushie. Anyone walking by probably wouldn't have noticed the twitch under her black toboggan unless they were paying close attention. Just to be on the safe side she'd keep an eye in them until they rounded the corner.

"… But if ya'r really that pussified by the mangy badger we'll head back if ya want," she teased trying to keep the mood light and playful like when they first started out.

Rogue huffed sounding offended and buried her hands in the pockets of her hunter green jacket.

"I'm not scared of Logan, I'm 20 now, I'm not a child. The asshole can run back to Canada for all I care, and die in a blizzard," she retorted angrily, slightly pouting. Oh boy.

Max looked at her out of the corner of her eyes as she tried to hide her amusement. The best thing about being friends with these two was that there was always something going on. Not that she was sure she could count Lagan as a friend since he didn't really seem to like anyone, least of all her. But things had smoothened out considerably between them since her first arrival at the mansion.

"Wow I think you might actually mean it this time. What happened now?" Max asked smiling. She was no fool; she knew Rogue was head over heels for the Wolverine. It's impossible to ignore, especially when her heart beat quickened every time he entered a room, and the way her scent changes, not to mention she couldn't hold half a decent conversation. Really, the shit was ridiculous but Max couldn't help but hope that Marie would find a way to get to him. Not that she understood what she saw in the asshole. Sure he was the sexiest thing in the mansion, but he was way too uptight, and grumpy. Kinda like Scotteruni (her nickname for Scott) but more... intense.

"Just bein an ass." What she meant to say was 'He's sniffin' around Jean again and keeps treatin' me like his little sister.' Max snickered. Call her insensitive, but it tickled the shit outta her when the love birds would get into it. It's beyond adorable the way the smaller Mississippi girl can rile Logan as high as she could without fear of any danger. Max knows Marie is the very last person he would ever hurt… physically anyway, he can't seem to tell when he constantly hurts her emotionally. Fuckin retard.

Neon blue lights flashed overhead and immediately caught two's eye. 'Burt's

'Well looky here. This is more like it.'

"Hey. You want a drink?" She asked not taking her eyes off the sign. Rouge's eyes widened.

"Sounds heavenly." Max cast a casual look behind them to make sure their earlier admirers weren't tailing them. Satisfied that all was well she followed Rogue into the bar.

There weren't very many people in the small run down place, which was probably a good thing. Crowds made her uneasy. It didn't look like a bar you would find in the middle of a city. Max took a seat at the bar and kept her eyes down, waiting for the bartender. A chubby, balding man came over to them while cleaning a glass.

"What can I get for you ladies?" This must be Burt.

"Two Bud lights please," Marie answered with a smile.

"I.D. please?" Marie fished through her pocketbook while Max pulled hers from her pocket. The man nodded and fetched their drinks. He had either missed that they were fake, or just didn't really care.

Max shed her jacket before turning on her stool and leaned against the bar to survey the room. There were three guys by a pool table, a couple at a booth, and then, a lone figure in the booth at the corner. Silver eyes narrowed as a feeling of unease uncurled in her stomach her eyes trailed his powerful form before they met the stranger's intense look. The hairs on the back of her neck slowly rose along with her hackles. She knew that kind of gaze, the ominous look of a something you don't fuck with.

His upper half was cast in shadow but she could still tell that he was bulky with muscle, and pretty damn good looking to except for the way she literally felt like she should tuck tail and get the hell out of there.

'Mmm, yummy,' purred her baser instincts

Max winced and internally rolled her eyes and forced herself to drop her eyes. The soft thud of her drink being set on the bar caused her to turn around. She could feel his gaze still on her and she fought not to squirm in her seat.

She glanced at Marie and knew she could feel it too. Her eyes rolled shut as she inhaled heavily sifting through the smells of cigarettes booze and stale peanuts. A spicy wintergreen wafted through the mix... odd. Her eyebrows furrowed in concentration. Pine trees, an earthy musk and… blood.

Heading back home suddenly didn't seem like a bad idea. Her unease must have shown on her face because Rogue nudged her arm. Max opened her eyes and flicked them to the corner and nodded.

'Drink up.'

Victor Creed had just ventured into the city in order to collect his latest paycheck. The job had been short, annoying and not nearly what he'd been hoping for, so here he was trying to lay low and unwind. He this was his last stop before he made his way back to Canada in the morning; way to many people here for his tastes.

He had made himself comfortable in a booth in the corner when a pair of frails came strolling through the door. He blinked twice. The platinum stripes were impossible to miss. Jimmy's frail had certainly grown up, and what did ya know, she wasn't alone. The other one was cute with short wavy black hair and long legs. She had on a black toboggan, a thick navy blue jacket over a black shirt, jeans and cowboy boots, well, looks like Jimmy's brat had found another fellow southerner to play with.

He watched her more intently when she spun around and propped her elbows on the bar. Nice rack. Suddenly he could see himself doing all kinds of things with that appetizing young body of hers and felt his animal stretch inside his mind and coming to concousness.

They locked eyes across the room and he smirked to himself as she looked him over before becoming flustered under his gaze. Pale grey eyes widened and assessed him nervously before she became incredibly tense and dropped her eyes. He re-poured his glass of whiskey and continued to watch her as she and Stripes made quick work of their drinks. Curiosity swept forth.

He watched Rogue set her beer on the bar and got up slinging her purse over her shoulder. At least his dumbass brother had taught her how to drink. He relaxed further into the booth and watched with lazy eyes as the girls readied to leave.

He watched the sway of the black headed one's well-rounded hips as she paid and made for the door with her companion. When Stripes opened the door a cool breeze drifted n from outside ruffling their hair and carrying their scents more into his corner. Victor almost choked on his drink. Magnolia's and... cinnoman? laced with rain. He sat erectly up in his seat and blue eyes clashed with molten silver. Hers had widened in alarm and her back stiffened. She quickly blinked and just about ran over Rogue in her haste to get out of the bar.

Victor relaxed again and grinned. Well shit, things just got real interesting. He gave a chuckle as he reached into back pocket for his wallet.

After slamming her beer Max fished out a couple dollars for the beer before grabbing her jacket and practically running out of the bar with Marie, waiting until they were outside to out her coat back on. The incident inside still had her on edge. That man, as fine as he was oozed ferocity the likes that she had never seen or felt in another person before. No fuckin way the guy was human, and no way he was a regular mutant either. Not a lot of things have triggered her instincts to the point where she was ready for fight or flight, definitely not another person, not like that. Even though she'd been scared her animal had risen to see what the fuss was about, it was more curious then intimidated. Max shivered, she'd think about it later.

Rogue was slightly off-centered by her friends actions but didn't feel the need to press the issue, having enough trust in her friend to know that it was time to scram. She'd caught a glimpse of the shadowed figure that had spooked Max. She knew Max was no pussy, and in fact often caused uncomfortable tension with her "take no shit attitude" and she was the fiercest person Rogue knew, besides Logan of course. Which meant it was time to go straight home.

They were about another twenty minute walk from the mansion when the wind shifted and blew from behind them. As they tried to tame their hair and Max stopped in her tracks. They had company; and it didn't smell friendly. She growled lowly causing Rouge to cast her a worried look.

"What's wrong?"

Two men, following, closely but not close enough to see. Panic gripped Max before she shoved it down forcing herself to appear calm, how could they have gotten so close with out her noticing? They'd pounce before they even made it to the front gate. A plan quickly began to formulate and Max innertwined her arm with Rogue's forcing her to walk with her as her wheels spun inside her head.

"Don't freak out but we're being followed." Rogue's eyes almost popped out of her head.

"What do ya mean don' freak out? We're being stalked?! Who is it?!" she whispered urgently.

"It smells like the douche bags from earlier and they're closing in fast, they're prolly gonna make a move before we can even get to the gate…" she warned. Rogue nodded in understanding and tried to ease her jumping heart rate and heavy breathing before sighing in releif when the stone wall into view. They would have to make a stand or risk being snuck from behind, and they couldn't let these guys near the school if they were dangerous.

They separated once they rounded the corner with Marie running forward and pressing herself against the bricks behind some bushes and Max swung herself agiley atop the wall in a crouch. Adrenaline hummed through her and fear bled into excitement as her darker urges crept forth. She fought to keep a grip as her inner wolf surged forward and snapped it's jaws demanding retribution for the ones hunting them and threatening her territory.

These jackasses had no idea whose turf they'd just stepped onto.

Their trackers words slipped out of coherience and she could feel her breath come heavier and her heartbeat drowned out everything else. The couple came around the corner and began looking around earnestly for the two girls they'd been after earlier. Max couldn't contain the smirk that slipped onto her face.

Marie's heart seized when the two guys came into view. Surprisingly she didn't lock up with terror at the sight of them. X-men training had helped her develop a strange kind of calm for stressful situations. She took a deep breath and prepared herself to step out in front of them when she felt a vibration through the wall before hearing a low guttural growl. Oh shit.

Max stepped off the wall and into a silent crouch before running and slamming her body into a skin head, who was sent head first into the wall, his skull giving a satisfying crack against the stone. Then she rounded on the other one with a biker beard and landing a solid right hook to his jaw. She stepped towards Marie with the order to run in her lips before a sharp painful blow came from the back of her head. The world suddenly faded away leaving Rogue's terrified face and wordless scream that last thing she saw.

Marie was frozen as she watched the shift, she couldn't even move forward to help. Max's grey eyes bled gold and snarl was ripped from her lips as she was propelled forward by the attack. She brought her foot forward to catch herself before whipping around and fisting her hands in the skin heads jacket and delivered a knee to the gut that left him winded.

The click of a blade being released peirced the air and Max spun around with clawed hands, one gripping the wrist with the knife, the other aiming for Biker beard's throat. She hit her mark and smirked in satisfaction as skin parted under claws and fresh warm copper met her fingertips. He grasped at the shredded skin and released a gurgled scream, before crumpling to a disgusting heap. The skin head was on his hands and knees, with one hand on the wall trying to pull himself up. Max strutted over to him before digging her claws into the sides of his face and snapped his neck. Satisfaction rolled through her, she had protected herself and her friend, and her turf and now they were safe and those assholes were dead.

Reality slammed back into place forcing the bloodlust and primal satisfaction of her kill to dissipate like a fog.

Dead. 'Holy fuckin shit! Shit shit shit shit shit!'

Breathing became laborious as Max's lungs threatened to close up, and her knees went weak leaving her trembling with the effort to stay up right. She just killed two people. In front of Rogue. Shit, Rogue!

Marie stared at Max as she breathed irratically on the sidewalk. Holy mother of God…Max had just gone feral. Right there, five feet in front of her, and now she was covered in blood. Rogue couldn't speak, she didn't know what to do, what the fuck did she do? She'd seen Logan go feral once, it hadn't been pretty, but it had been worse then this.

Hesitantly she crept forward, she didn't want to set Max off, she didn't think she would hurt her but she wasn't going to take the chance of being attacked. They had to get out of here then they'd figure out what to do. Rogue's skin flickered to life, just in case.

"Max… I –" she began.

"My, my, my, what a mess you two have made,"

'Fuck.'