*See end for a few important notes*

...

It had been a simple infiltration.

It helped when you were in possession of a cloaking device. It had been a very recent acquisition, Rocket had haggled furiously for the tech-cloaker with an old acquaintance Peter had honestly been surprised he had. He didn't seem to be the type to collect many friends, but apparently one had been just familiar enough with him to accept a trade.

It had been one hell of a gun that exchanged hands.

Cloaking devices were tricky things, heavily policed by the Nova Corp, possession of an unregistered one could be a potential big issue; they were made even harder to come by when you considered the technology was Kree in origin. The actual device itself was picky, most likely due to where it came from, and often shorted out, but at this point Peter had never been happier for it. It made attaching to the enemy ship and cutting their way through that much simpler, the Milano recently re-fitted with Ravager special boarding gear.

It helped when the enemy ship itself had shut down almost all systems except for life-support.

It was the way They worked, apparently. Hiding in plain sight, waiting until They were passed. It was the Guardian's luck that They were also telepathic, which was something they hadn't considered possible until they were right there. Until the Guardians had looked into Their eyes and been stripped bare, every fear, every secret taken, ripped from them, and reflected back to them in a way that they hadn't been able to resist.

Rocket apparently had been the most appealing.

They had, up until recently, been considered mainly a tale told to frighten children. But the Guardians had been going deeper into the fringes of known space, charting unknown parts of the Galaxy for Xandar, and had found more than a few things that should not exist.

It was easy enough to see why They were considered myth. They never stayed in one place, only going around to take someone, and then leaving. No one knew why They did it, but the Guardians could hazard a guess.

They left behind broken people.

The Guardians had been passing through when they had been contacted. They had been begged, pleaded with, sworn to that they would have more than a slight chance, they would have every chance of stopping Them. The Guardians had a 'connection.' They hadn't known what that had meant, but one glimpse at the ones that They had left, one moment spent talking to the shattered husks left behind had been enough to convince them.

They would take that chance.

They had no name that the Guardians knew of, Their planet of origin lost to time. They had been chased across the galaxy at one point, driven into a state of near-extinction. It would have been sad if it wasn't for one of their own. If they hadn't seen what They did. The Guardians were past sympathy by this point. That didn't mean they were by the start of it. Before Rocket had been taken, before they had truly met Them, they had wondered whether it had to be this way.

The Guardians had also at one point been run from everything they touched, everything they had made contact with. They understood the pain of it, the bitterness that could rise up from it. They had hoped They could be reasoned with, that their shared experience would be something they could use to reach Them. It was a sentiment that hadn't come naturally to all of them, some more bitter and hurt than others, but they had eventually agreed to it, insisting that they needed to be prepared to fight if they needed to. This was agreed to, and they had gone, hoping that it would work.

They had never been more wrong and now one of them was paying for it.

The ship they had finally traced was small, naturally cloaked with its reflective surface that made them blend into the surrounding starscape, and due to its near-complete system shutdown, had no need of a cloaker. They were barely a blip in the radar, certainly not something the Guardians would have noticed if it hadn't been for Groot's ability to somehow pinpoint Rocket's location. Groot…who had no idea what they were up against or why…

They stayed dead like that for however long it took to escape notice, however long it took to do whatever it was that They did to Their newest victim, leaving them pale shades of what they had once been. The wisps of people they had met that had been left by them ghosted through their minds. They wouldn't let that happen to Rocket. They couldn't.

Groot did not have these images running through his head. He didn't need them, didn't need to know who they were facing or why, all he needed to know was currently thrumming in his head.

The orange had quit screaming for help.

The crackle had faded to a few paltry sparks, barely noticeable amongst the quickly dulling orange. It no longer reminded him of fire. There was instead the image of the faded, almost rusty color of a dying leaf, brittle, tattered, barely clinging to the tree that it came from. Groot had never been more afraid. Even with Ronan, even when Groot was almost certain there would be no coming back, it had been worth it. Rocket would have been safe. His friends would have been safe. Now…

It felt like the orange had given up.

Groot would take whoever or whatever had done this and break them.

The inside of the ship was dark, a dull-red glow coming from little strips along the walls, casting more shadows than they did light. The eerie stillness was something they were loath to break, the hollow kind of emptiness that came from a ship that was too empty, almost paradoxically ringing with it. They were tense as a bowstring, Peter taking point with his guns held ready before him, boots making soft clanking sounds as he walked over the metal mesh that made the floor.

The walls appeared almost skeletal, various panels yawning open, revealing the guts beneath, wires and pipes a messy tangle. It smelled musty, the air thick and heavy. Peter was certain something would jump out at them at any moment now, the hair on the back of his neck prickling. Drax shifted his grip on his knives as Gamora brought her sword into a two-handed grip, her stance broadening.

Groot gave a soft hum and with a slow sweep of his arm, sent thousands of puffs of golden light into the air around them. They weren't going to hide. The hull-breach would already have alerted Them, so the fact that They weren't immediately gunning for them was more than a little off-putting. The fact that none of the inner doors had closed them in was also more than a little worrying.

They knew the Guardians had come for their own. Why weren't They responding?

The lights floated before them, drifting down the hallway, almost dancing, chasing away the shadows. They didn't know what they would do without Groot.

Gamora froze suddenly, frowning, holding up her hand to signal for everyone to stop moving, and pointed to her ear. They waited, listening, bodies tense for whatever sound she had heard to come again.

Peter frowned, ears straining as he leaned slightly forward. Gamora was enhanced in more ways than in just physical strength and reflexes. Her other senses had also been heightened, making the possibility he could hear what she heard limited, but it was so still…

Silence…

Suddenly he heard it, echoing down the halls, high-pitched, hitched and brittle. It took him a moment to recognize it, the sound one long-forgotten, pushed down into the recesses of his memory as something no longer important. It belonged to a past life, to a planet he had never worked up the courage to go to again. The moment Peter recognized it was the moment all the blood drained from his face. The rest of his team had barely registered his reaction, before Peter was running.

He no longer cared about the fact that it was too confined, that a trap was potentially imminent, Peter knew that sound. Heart in his throat, he heard the rest pounding after him, following his lead, even into this, Groot's lights left far behind as they charged headlong into darkness. He had a moment to feel very proud past the fear bubbling in his throat. They trusted him enough to follow, and he knew he had his back. They needed to get to Rocket. He recognized that sharp, whistling cry, had heard it once when his Grandpa had been attempting to clear out the hayloft in the barn for storage and had managed to uncover a small group of them.

If he had ever had any doubts about Rocket's origin, they were gone now, shattered with a sound he had never thought he would hear, and one he now never wanted to hear again. It was the sound of a raccoon in distress, a sharp whistling call that echoed down the halls and rang in Peter's ears.

Peter attempted to skid to a halt at the sudden sound of a shrieking, gurgling call that seemed to echo from all directions at once. The sight of a large black shape scuttling along the ceiling towards them made the hairs on his neck stand on end. He aimed his pistols, sending two shots careening down the hallway.

His only indication that something was strange about it was when Gamora shouted his name, confusion and a slight tinge of fear in her voice. There was a good reason for this. Weakened as the internal structure of the ship was, Peter could ill afford to miss. It was only thanks to a mixture of dumb luck and the fact that his weapon was on a lower setting that it didn't immediately punch a molten hole in the ceiling. Gamora grabbed his shoulder, pulling him back, her expression a mixture of anger and concern.

"Why did you shoot?"

"There was something there! I swear, I saw something coming right towards us."

There was an immediate silence. "I saw nothing," Drax stated finally, looking back the way Peter had shot, examining the smoke rising from where it had hit. He frowned slightly, opening his mouth to continue speaking, drawing their attention, only to freeze. His expression was one of quiet shock, slowly changing to something pained.

"What do you see?" Gamora asked instantly. She did not believe Peter or her friend Drax to be crazy, which meant that there was something else going on. Something else they were seeing.

"I see my dead child and wife at the end of the hall. They are soaked in red." Their bodies stiffened, turning in the direction Drax was staring. They saw nothing, but Drax saw them standing there, his wife's face turned towards him, her head partially caved in. Blood splattered across her face, dripping down her body, staining the white garment she was clothed in red, the liquid pooling on the floor. She held hands with their daughter, a bloody open-wound in her chest. He could see her still-beating heart.

Gamora gripped his hand, even as Peter took his shoulder, the both of them seeking to ground him. Drax blinked, and she stood in front of him, empty eye-sockets boring into his soul, a grave-worm wiggling its way out of her head to plop onto their daughter's hair. It immediately began digging deep, boring through skin and bone to reach the softness beneath.

"Father…why did you let us die?" Drax recoiled, knives dropping to the floor.

Gamora had started coughing, the smell of smoke hanging in the air, acrid and sharp, clinging to her lungs. She didn't notice that she had let go of Drax, backing away slowly. Flames were licking up the sides of the ship, blackening already twisted metal. The smell itself had changed, turning to something that made an instinctive part of her mind recoil. She knew that smell.

Burning flesh.

It got closer, suffocating her, drowning her senses. She stumbled back, wiping at her eyes blindly, and black smoke surrounding her. She couldn't see, she couldn't breathe.

Peter's world had been transformed to white. White walls, white floors, and at the end of the hall his mother. She stood there in her hospital gown, skin blending in so well with the white he could barely tell where she ended and the walls began. Her breath was shallow, skin drawn so tight across her bones that he could see her collarbones perfectly formed, her gown hanging off of one shoulder. Her face was hollow, her nose bleeding, and her eyes…

"Peter…" Her voice echoed to him, his body tensing in shock. "Why didn't you take my hand?" She took a step towards him, holding out a hand that seemed to decay, bone beginning to peek through the rotting flesh. He backed away, shaking his head, fear welling up in him. "Don't you love me, Peter?" Peter fell to his knees and for the second time that day, tears came to his eyes.

They were lost.

Groot had been startled at the sudden appearance of something black reaching out for his friends' auras. He hadn't even noticed at first, so focused on running towards the source of that sound that the initial attempt on Peter hadn't even been felt. But now, now that his friends reeled, lost in their own personal hell, Groot understood what was going on. He could see it, vile and bubbling, choking the red, blue, and yellow in a mass of black. It was being absorbed, the colors accepting it without question, the onslaught too quick and too violent to be resisted.

He noticed, however, that the black had merely dragged certain things to the surface; certain fears and secrets pulled free and let loose. Their auras, they, filled in the rest. Groot was worried. He did not know where it came from, could not follow the lack of color that swallowed them whole. He reached out, touching Gamora's shoulder, only for her to give a sound he had never heard before, a broken sob that she half-choked herself on trying to keep down.

She was looking right at him.

Gamora stumbled back from the sight before her. She hadn't meant to turn around, but there had been a touch on her shoulder and now she was facing it. Her father stood before her, burned, blackened, blood slowly oozing from his wounds, and his mouth finally opened.

"I'm disappointed." The words rang through her mind clear as a bell, making her jerk back. "You gave into our murderer…" She took a step back, eyes wide. "You became a monster…" She swallowed, taking another step. "You should have died before you gave into him."

Gamora ran.

Groot reached out with his arm, whipping his vines out and wrapping them around her waist, dragging her back. That black was wrapped around her tighter than anything he had ever seen, and suddenly he knew what this was.

Groot was not a natural telepath. While he did have his own methods which relied primarily on emotion and a fair bit on color, he could not enter another's mind fully without someone to let him in. He could not counter what they were feeling unless they wanted him to.

Gamora turned, looking back at the thing that held her with eyes full of fear. Her father had changed, stretched, and suddenly he wasn't her father at all, but Thanos. She felt like she was dreaming. Fallen into some horrible nightmare, but it felt so real.

"Did you think you could run?" He spoke, his mouth pulled into that mad grin that she knew so well, and the smoke grew thicker around her, choking her. "I made you." He pulled her closer. "I know you." She struggled, pulling back, her eyes wide, watering from smoke. "I know the blackness in your heart." She bared her teeth, trying to reach her sword. "How does it feel, wench?" If she could get her sword she could get free… "Knowing that now they know, just what kind of monster you are?"

Suddenly she could see, and her friends were around her, bodies bloody, eyes glassy, staring up at nothing, and her hands…her hands were bathed in red.

She screamed, her sword finally coming out and hacking against him, refusing to look at the blade which was coated in red. She understood. It was somehow his fault. He had done this.

Groot almost recoiled at the sudden cry, the slash of her blade into his bark, sending chips flying. He let out a whine, his gold seeking her blue, trying to force his way through the black. He didn't know where she was, what terrible things her mind was forcing upon her, but he didn't like it. He didn't like any of it.

The black started to converge on him, and for just one moment Groot was stuck on Ronan's ship, they were all going to die, and he needed to save them. The fear, the pain once again pulsed through him, and Groot almost cowered, not quite prepared for the sudden rush. He felt the ground come towards him, that fear pulsing in him, and he felt that black attempt to suck that down.

He shook it off with a mighty roar of, "I am Groot!"

He did not regret that moment, he had had no lasting fear. It was the only way his friends would have survived. He would do it again in a heartbeat. It had been worth it. No black, no pain, would ever tell him otherwise.

He grabbed Gamora tighter, whining low in his throat. He needed her to come back to him. He took her with his other arm, with his vines, trying to pull her back, trying to get her close where he could restrain her and try and pull that black off of her.

He may not be able to get in, but that did not make him totally helpless. That was the moment when Drax and Peter looked towards him, their eyes glassy, that black wrapped around them.

Suddenly Groot was afraid.

The return of that keening cry that he barely recognized as coming from Rocket was enough to send his head up, looking past the other two. It was sharper, louder than it had been, and the sudden realization that something was being done to him now, while his other friends were ensnared by their own pain…

The sudden impact of a shoulder to his stomach almost made his grip on Gamora fail. He fell backwards with it, toppling as Drax slammed into him.

"Avenge us, father…avenge us!" His family whispered in his ear, and Drax attacked as though his life depended on it. Ronan was dead, but he was not the one behind it. Thanos must be destroyed.

The only positive Groot could see was that Gamora had lost her grip on her sword, the weapon falling to the ground beside him. He kept his grip on her, lengthening the vines, sending her out of range. He didn't want her attacked as well.

It was only as a sudden rush of heat and sudden pain struck him that he remembered that Peter had his pistols. Fire could hurt a Flora Colossus. The bullets had serious heat, sparking in his core.

He shifted his body around them, letting them fall through and to the ground, leaving a hissing hole in his chest, even as his other arm came out, vines reaching out for Peter's guns. They were shot repeatedly, falling to the ground, a mass of torn up vegetable matter, more coming to take their place until finally, they were grabbed and ripped away, sent careening down the hall. Peter fell back as though struck, hands going up to cover his face, hunching over his stomach.

"You were always weak…"

Groot had a moment to feel worried before a sharp something was stabbed deep into his chest. Drax had found his knives. His vines whipped out again, wrapping around The Destroyer and lifting him up from his position. They were cut through, Drax dropping down to land on his chest, his knives taken up and bearing down on his face. Groot barely managed to duck out of the way.

While they wouldn't kill him, it still was never nice to have something jammed into you, particularly when you were trying to concentrate. He managed to swing his arm up and around, launching Drax into the wall, where his vines pinned him in place. Drax snarled at him, inarticulate with what looked like rage and grief. His hands got to work peeling them apart, and Groot could barely keep up with the number he was tearing.

And then Drax was on top of him again.

Groot had not wanted to hurt any of his friends. They were not entirely there, trapped in their own hell. But he needed to get them to stop. He needed to get to Rocket…he needed to get them out, and he was running out of options.

Groot let out a roar, sending his arm sweeping Drax to the side once more, rolling to his hands and knees and moving forward. He pinned him to the ground, "I am Groot!" He bellowed, shoving him down, fighting against The Destroyer who lashed out at him with savage ferocity. That was the moment when Gamora leaped onto him, sword running through his chest, barely missing impaling the Destroyer, and Groot finally let himself fall.

...

So I went to do a thing, and then I did another thing instead and then I don't even know... At least I explained...

The tech-cloaker is a thing. I lied about the origin, but as where it actually comes from hadn't been mentioned I was kind of hesitant to use its actual origin. It also meant I could have fun with what it actually did. So I just went with something else that would be damn hard to get and went with it.

That said, as you've probably noticed I went and took a stand on 'is he a raccoon or isn't he' thing. I went with yes. Few reasons, most wrap around the art book which I've recently acquired and what the director himself said about him.

"He was an animal, a simple beast, torn apart and put back together in a series of horrifying experiments, and now he was completely, and utterly, alone." And, more importantly: "And the raccoon, the raccoon that initially seemed to be such a hurdle-the raccoon was the best part."

I am aware that in the comics he is never referred to as a Raccoon other than by name, similarly with the various TV appearances he's made. Buuut...there you have it. Raccoon. (To be fair I would have chosen that anyway, I have an end goal, people. He needs to be a raccoon.) That said, if you want to know anything in particular about the characters, from what Drax' tattoos mean, to Rocket's actual height (two and a half feet tall) toss me a PM. I don't bite. And I really do recommend buying that art book. It's wonderful.