Hey all! This is a one-shot inspired by a fan-fic challenge issued in an awesome Rogue/Magneto discord group I'm apart of. Someone posted a pic of this fanart- https/fuckyeahrogueandmagnus/3035239733/by-al-rio-go-check-out-some-of-his-website?source=share

We all started talking about it and next thing I know I threw my hat in the ring to turn the fanart into a one-shot. I wrote the smut, so I'm sharing it with the world.

This takes place between Uncanny X-Men 275-278

Hope you enjoy it!

Rogue stood on Shield's aircraft carrier as they drew closer to her chosen destination. It was mighty kind of Fury to offer her a ride to Muir Island.

"Kid, we're almost there. Just ah- one thing. That suit your wearing, 'afraid it's ah- government property," Fury informed her.

Though apparently, the lift was where his generosity ended.

A while later, Rogue walked through Muir Island's dormitories, along with her guide Moria MacTaggert, relieved that they had a spare room to offer her a place to recoup after her taxing visit to the Savage Lands.

'Hello, Rogue,' a male voice whispered. Rogue blinked as she glanced behind her, but she didn't see anyone there. Her head felt- heavier than before- like someone was trying to get in- and she- no- 'Resist all you like. My victory will be all the sweeter for it,' he said.

"You alright, dearie?" Moria asked.

Rogue blinked again and- wait, what was she doing? Why had she turned her head? Who was she looking for?

"I'm- I'm fine," Rogue said as she turned back towards Moria, who held a brown paper bag in her arms as she escorted her.

Rogue couldn't wait to tear into that bag and put on some actual clothes. The green rags she was wearing, which barely covered her skin, were causing her to blush. Strange how she hadn't been even remotely uncomfortable around Magneto all that time they were gallivanting in the jungles.

She shook her head, attempting to dismiss the memory of her time with Magneto from her mind. The way things had ended between them was- she wasn't sure how she felt about the Master of Magnetism. Not that it mattered. With the way he had taken off, she doubted that she would see him again, not for a long time.

'Is that so?' a voice-

Rogue blinked again and- she shook her head, feeling a strange sense of unease. She knew why, of course. With the likes of Guido and Madrox leering at her, she wanted nothing more than a fresh set of clothing.

"You can stay in here, lass," Moria told her as she opened a door. Rogue, feeling pretty out of it, was grateful it was a single room. There was a bed, a full-length mirror, and through a small door, she could see a sink and toilet. Everything she needed.

"Thank you, Moria," Rogue said before she let out a yawn. The closer she got to the bed- the more tired she felt. She hadn't realized how out of it she truly was.

"You remember where the mess hall is?" Moria asked as she placed the paper bag down on the bed.

"Ah-huh," Rogue said, flighting off another yawn.

"Help yourself to anything you need. And rest up, of course," she said.

"I think I could sleep for a week," Rogue said jokingly.

"You're more than welcome too, dearie. I'll make sure you're not disturbed," she offered.

"Thank you," she said again before Moria gave her a smile and promptly left the room. Rogue let out another yawn as she reached into the bag. 'Come on, PJs,' she thought hopefully as she rummaged through the bag.

She pulled out a bra- white- strapless? Well, it was still an improvement from what she had on. So, she piled off the tattered green shirt from her body, dropped it to the floor, and replaced it with the crisp, clean bra.

She reached out again and found a brown open-faced shirt, more of a light sweater really. But the fabric was soft, almost silk-like. She threw it on and turned to look in the mirror.

'Not bad,' she thought as she admired her reflection. The brown on top of the white, which perfectly mirrored her hair's colors, was a striking image. If she had a partner this evening- if Magneto had wanted to-

She shook her head. She really needed to stop thinking about Magnus. He- he had left her and made his intentions very clear- he wasn't coming back. It was over- not that it had really started- but it was definitely over. Whatever it was.

Maybe- maybe-

Maybe, she could find a long-sleeve shirt to wear underneath the brown shirt. That would probably look good. If nothing else she could sleep in this and find something more suitable for group activities later.

She reached in again, hoping to find some underwear up, but- no- there wasn't any- how? She was left with the green loincloth she had been wearing. Maybe she should go ask Moria- maybe- another yawn escaped her.

'Later,' she decided as she deposited the paper bag onto the floor and plopped herself down on the comfy white cotton linen. Food, conversation- all of that could wait.

Sleep, she desperately needed some.

"Hello, Rogue," a male voice said as Rogue's eyes shot open. She blinked, hardly believing who was standing before her.

"Mag- Magneto?" she asked in disbelief as he sat down beside her. She moved to-

"No need to get up," he said as he placed his right hand on her left shoulder, keeping her where she was- laying down on the bed.

"Why are you here?" she asked before his fingers rubbed against her shoulder, kneeing gently, causing her face to flush.

"To pick up where we left off," he answered.

"We didn't leave off anywhere-" she said as he placed his other hand on the bed, just below her right elbow, she felt the warmth of his skin on her stomach, where his arm stretched across.

"Precisely," he smirked. "And what a shame that was. Such delicious temptation left neglected," he said as he leaned in. "It must be remedied," he uttered as he drew in closer.

"What are you?" she asked before he pressed his lips to hers. Her eyes widened at his boldness. But it was fine- her powers would flare up soon and she would understand the meaning behind this madness.

Except- her powers weren't starting and he- he was nibbling at her bottom lip as his left hand ran up and down her side. She shuttered against him as her eyes fluttered closed. She- she should't- she-

He moved away from her lips and kissed his way down her neck as she felt his hand grab her breast and squeeze. Her eyes shot open to look up at him.

"Do you like this, Rogue?" he asked as he massaged her breast. She felt a shiver run down her spine. "You do, don't you?" he smirked as he ran his thumb along the top of the white bra. He twisted his hand up and then inside the bra, cupping her breast in his hand. She felt her breaths coming fast as his thumb rubbed against her bare nipple. "You liked that, certainly," he chuckled before he bit her neck. Her eyes fluttered close again as she ached into his hand.

She didn't know what she was feeling- her breath was labored and she felt so warm, especially between her legs- she-

She felt his tongue lick up her neck before he captured her lips again.

Despite herself, she moaned and parted her lips ever slightly. She felt his smirk against her mouth before he thrust his tongue into her mouth and his hand grasped her shoulder tightly. She arched up into him as she wrapped one arm around his neck and placed the other on his shoulder. She tilted her head as she kissed him furiously. He snaked, his now, free hand around her back, pulling her up off the bed slightly and into him.

Yes, this was what she wanted, what she had wanted from him days ago, the spark she had felt between them exploding with passion. She clung to his neck, she- god, she needed this. Needed him.

She moaned as he gave her breast a good long squeeze before he removed his hand from her bra and trailed his hand down and down and down and- Her eyes snapped open as he caressed her inner thigh.

"No, no, my pet. Don't pull back now," he said as his fingers brushed against her mount. "Let me in," he coxed.

"I don't- this is going so fast," she said breathlessly as she pressed her legs closed. Her eyes widened as watched the smile drop from his face. "I ain't really saying no, sugar. Just maybe we can take things a little slower," she suggested tentatively before she gasped as his eyes glowed blue.

"Why fight me?" he asked, displeased.

"I don't- I don't know-" she said, suddenly frightened of his demeanor. "I don't know if I want this," she said as she heard something behind him. It was- the sound of metal moving- being twisted- being. "Please get off me," she asked him.

He obliged her request, floating off the bed. That's when she saw his creations. There were five of them- snake/dragon-like metal monstrosities floating in the air. Each had a gaping mouth and metal tongue. Two large, two medium size, and one small. All of them with glowing blue eyes, the same as their master.

"It's alright, Rogue, we both know you do," he said before he waved his hand and four of the creatures' mouths descended upon her.

The two large ones took hold of her wrists and pinned them on either side of her head. The mediums took her ankles, pinning her to the bed. The last one, the little one, hung in the air, waiting for his command. She watched the creature dart its tongue out tauntingly. She felt- she only had one- she struggled to press her legs together- half-thrilled/half-terrified of his intentions.

"Magneto, please," she begged him, trembling as he towered above her, chuckling at her expense. Her eyes darted back and forth between him and the metal creature.

"I know what lives in your heart, Rogue," he said as lowered himself to her side. He cupped her cheek and forced her gaze to his. "Conventional sensibilities prevent you from seizing it. Let me set you free," he urged as he captured her lips again.

As he kissed her, each of the creatures- their tongues were sliding over her skin- the metal was like liquid, soft and- oh god- it was so much. Her eyes fluttered close from all of it- he was- he was- he was driving her crazy with all of the stimulation. How was she supposed to-

He reached down and ripped the bra from her body. He squeezed one of her breasts. She felt the creature on her right hand wrapped its tail around her arms before unlatching its mouth from her wrist. She tried to move her arm, but the creature only pushed itself forward onto her chest and- She felt a metal tongue lick her nipple. She shuttered before a moan escaped her.

"Good," he said after he pulled back from her mouth. His hand caressed her cheek as her breaths came hard and fast. "That's very good, pet. Now why don't you spread those legs for me?"

"I- I- I shouldn't," she said before he took tightly gripped the back of her neck and pulled her face up to his.

"Look at me, Rogue," he ordered before her eyes flew open. "Should and shouldn't have no part in this discussion. The only question that matters is, what do you want to do?" he asked before he tilted her head to the side and kissed her neck. "Do you want to come for me, hmm?" he teased, whispering in her ear.

Good lord, yes, she wanted nothing more. The creatures were relentless and she was so hot and so close and so-

"Let. Me. In," he commanded against her ear. Before she could tell herself not to, she obeyed him, her legs slipping open. She gasped as she felt metal against her inner thigh, the last of the creatures wormed its way between her legs and was now licking her mount. It was- god- so much, the tongue pushed past her lips and found her clit and- she felt her eyes roll into the back of her head as she arched into the creature, its tongue the pleasure it wrought from her. She couldn't take any more- she was-

She let out a long scream as she came.

A moment later, she felt his lips on hers again and she melted against him, moaning into his mouth.

"The littlest nudge is all it ever takes," he chuckled before she pressed herself up, kissing him. He chuckled as he pulled back. "Oh, and pet, I should inform you, that was your idea. Not mine," he grinned.

"It- it was?" she asked as she listened to him chuckle. She let out a moan of anticipation as with a wave of his hand, his uniform dematerialized from his person and he was rendered nude before her eyes.

"And what a truly delightful idea it was," he said as he reached down with one hand and grabbed his member, climbed onto the bed, and positioned himself between her legs. With his other, he took hold of her hip. "I think I'll have our little friend continue while I fuck you, hmm?" he asked.

"At some point, yeah," she smiled as she arched her hips up into him, her mount brushed against the tip of his member. He smirked as he waved his hand, the creatures unlatched from each of her limbs. She reached up, took hold of his shoulders, and pulled him to her. She let out a contented gasp as he slid into her and she wrapped her legs around him. She clung to him as he thrust into her. Her body trembled against his, the aftermath of her first climax mixing with the inevitability of her second. She matched his thrusts, as she stared into his eyes. His gratified expression of pure lust, only fed into her desires and-

She let out another scream, arching into him, as he laughed at his triumph.

He pulled out of her briefly to pull her up into a sitting position and then spun her around. His hand grasped her shoulders as his mouth descended upon her neck, biting her and she moaned in appreciation.

"Now?" he asked.

"Please," she grinned before she felt a slight flick of his wrist. With that, the creatures returned to her. The two medium ones each latched to one of her breasts. The small one to her mount, where its eager tongue found her swollen clit. He pushed her back forward slightly as his hand grasped her hips, hiking her up, before he took her from behind. "Yes, oh god, yes," she screamed with wild abandonment as he thrust into her. "I'm gonna, I'm gonna, I'm gonna," she muttered as she vastly approached her third climax.

"Yes, you are, aren't you?" he asked huskily as he quickened his pace.

"Magneto," she screamed as she came once more. She was- spent- not sure if she. She felt him slip out of her and- She heard crackling laughter from behind her, though it was different from before. It was-

'My darling, Rogue,' the voice said, as she felt not a hand, but a claw slide under her chin. Her face was turned and she did not see Magneto- no- she saw something else altogether. 'Call me Shadow King,' he informed her triumphantly as her face went from pleasure to horror.