A/N: This is just a reminder that even though this is a Wolverine/Rogue version of X-Men 3, I am adding my own elements to the story…So it won't follow the X3 exactly, but it is roughly based off the movie. Thanks for reading! Oh and for the sake of my sanity I am not going to attempt to add in any character accents into this story. Lol. Maybe an occasional southern word from Marie, but that's about it.

P.S. There is a flashback scene that I wrote in first person by accident, and I liked how it sounded so I didn't change it…lol. This is my first third person story so bear with me!

"Wherever you go, Whatever you chase, No one could ever take your place. I won't let you go, don't be the one that got away"

-"Back to the Start" The Summer Set

Marie walked down the empty alley, her footsteps silent in the loud pounding of the rain. Opening her senses, she saw a shadow up ahead and quickly took up an offensive stance and crept to the corner to wait. This was one instance where she was glad for the little amount of Logan's senses that she retained. The rain plastered platinum hair to her face but she didn't dare move and risk revealing her location.

There were two voices. One male. One female.

Sensing an approach the brunette tensed and leapt out at the enemy, who turned in surprise before being tackled to the sodden floor. Rogue managed to get a few punches in before the blue skinned mutant slipped out of her grasp and kicked her onto her back. Mystique grabbed her assailant by her tied up hair and dragged her through the water.

Rogue grit her teeth and managed turn around, ignoring the stinging from some brown hair being pulled out, and kicked Mystique, sending her stumbling back. This gave the brown eyed mutant just enough time to jump back up and send a startlingly brutal kick across the other woman's face. Mystique reeled back in shock and fell to her knees. Rogue raised her eyebrows in surprise and glanced back to see Magneto watching the scene with amusement. She felt a hot flash of anger overcome her and growled at his dark presence.

Contrary to popular belief, she still harbored an intense hate for the metal manipulating mutant. He had endangered her life for his self-righteous and completely misplaced ideas of justice.

This distraction allowed Mystique to push off the ground and shove Rogue to the floor. The landing jarred Rogue and her head banged against the concrete. Hissing in pain she glared at the blue mutant who ran her tongue over her lips maliciously, her nails digging into the brunette's arms, drawing blood. Rogue brought her knee up to Mystique's abdomen, the blow freeing her arms, which she brought around to grasp blue shoulders and flip them over.

Rogue grasped her opponent by her neck and ascended into the air, bringing the shocked Mystique with her. With a sudden burst of strength, Rogue flew back towards the ground and slammed the blue skinned woman to the ground, knocking her unconscious.

Glancing up victoriously Rogue found her intended target had disappeared. A low growl escaped from between her clenched teeth and she pushed her soaked hair from her face aggressively. During her struggle with the blue bitch, Magneto had vanished.

Then the stimulation ended.

Rogue blinked at the sudden brightness of the room. She shivered at the lack of rainwater as her brain worked hard to catch up to the sudden change in location.

Sweat rolled down her back as she marched over to the control room, intending on reaming out whoever had cancelled the program. Throwing open the door, her eyes caught sight of the two last people she had a desire to see. Her reasons for avoiding Logan were obvious; if she ever wanted to get over him she needed to distance herself. As for Scott, well he had caught her breaking the only rule of the danger room: entering a solo mission before she was officially part of the X-men team. But honestly, did he expect her to wait around until someone was ready to "chaperone" her? Yeah, no thanks.

Besides, she was one of the leaders of the junior team. How long would they continue to treat her like a child?

Rogue stopped in her steps when she met the two men's equally frustrated gazes. She sighed and leaned her shoulder against the doorway, crossing her uncovered arms under her chest.

"Need somethin'?" Rogue drawled sarcastically, anticipating Scott's upcoming tirade.

"Rogue. You know you shouldn't be on a mission without a member of the team. Having one watch from the control room doesn't count and-"

Marie's surprised eyes darted to Logan in confusion. He was…watching her? Ha, her sick combat skills probably shocked him. Amusement caused her lips to curl up into a grin. Seeing her expression Logan rolled his hazel eyes and interrupted Scott, who had continue to ramble throughout their exchange.

"Shut it Scooter. It's too early for your shit."

Then the clawed mutant nodded his head towards the door, wanting Marie to leave with him.

Barely suppressing a laugh she saluted at Scott before slipping out behind Logan, leaving the baffled mutant alone in the control room.

As she looked up Marie found Logan waiting for her outside the door, a slight smirk on his face. Marie felt an involuntary smile appear on her face in answer and threw up the walls around her feelings for the man in front of her. Recently, she had become pretty good at compartmentalizing things. Practice makes perfect.

The two walked in a companionable silence, that Logan was eventually the first to break.

"Hell kid, I didn't know you could fight like that."

Unable to completely keep the smug look off her face, she shrugged nonchalantly. "Practice."

"And since when could you…fly?"

" 'Lotta of stuff happened after you left." She replied honestly, flashing back to her third mission as part of the junior team.

The professor had thought the mission would be an easy one so he sent the junior team, which consisted of: Piotr Rasputin, Bobby Drake, Jubilation Lee, Katherine Pride, and of course herself. In his defense, this was just supposed to be a simple recruitment. The Professor has sensed a class two mutant in Pennsylvania that was using his powers for less than honest reasons. His name was Remy LeBeau or something like that.

Anyways, we were nearing the place where the Professor believed this guy lived when out of nowhere this chick flies in and rams right into Piotr. Guess she got one look at us and figured he was the most lethal. Big mistake lady. This sent him flying halfway back to New York (not really but you get the point). Immediately we all jumped into action. Not to boast, but the Junior team is pretty damn good. So I knew we were in trouble when this woman had no problem fending all of us off. Turns out it was kind of hard for Bobby to ice someone who could fly through the air so fast. Kitty's powers were primarily useful for sneaking into government buildings so she couldn't help much.

After awhile of getting our asses kicked I decided it was time to bring out the big guns. Signaling my plan to Jubliee, I ripped my leather gloves off my hands and raced towards our attacker. Unfortunately for her she didn't know just how deadly my skin was…yet. The tall blonde turned just in time to see me and to meet my uncovered hands. The triumphant smirk disappeared from her face and was replaced by a pained, agonizing scream. After a few seconds I tried to pull away, but found myself unable to. I was forced to watch as I drained the very life out of this woman. She was evil yes, but that didn't mean I wanted her death on my conscience. And I definitely didn't want her in my head.

"Piotr!" I screamed for help, desperately trying to pull away from the rapidly declining woman.

The last thing I remember was feeling her screaming and thoughts enter my mind and seeing her blue eyes fade…then nothing.

Four days later I woke up and we found something new about my mutation. Apparently, if I held on for too long my mutation took everything that person had permanently…even their powers. I had stolen her mutations: super strength and flight. Despite myself, I found it rather enjoyable and wondered how Carol could have been such a terrible person when she had such a brilliant gift.

Feeling a hand on her shoulder Marie snapped out of her thoughts and realized that they had stopped walking.

"Hey, you alright?" Logan questioned, a look of sincere concern on his face.

"Yeah." Marie replied. "It's just a long story."

Seeing the frustration and pain the young woman was holding inside, Logan figured she could use a night out of the mansion. Hell, if she had even a little of his personality left, she had to be feeling pretty caged in.

Looking at the girl next to him, Logan found himself overwhelmed by his conflicting feelings for her. He already knew she meant more to him than anyone else did…as far as he could remember. She had captured his whole being and wasn't even aware of it. She was completely oblivious to the unshakeable hold she had on him. He recalled the dark look on her face when he asked about what happened and felt his claws itching to come out. Marie had suffered, and he wasn't there. He has promised to be there for her, and he had failed. The very thought of letting her down caused his heart to clench and a feeling of regret to well up inside him.

"Marie."

Logan's head whipped around at the interruption, a scowl on his face.

The brunette turned and smiled at Piotr, not noticing Logan's surprise at hearing that she told someone else her real name. He felt annoyance flash over him before he quickly hid it; just in time to have Marie turn and tell him she would see him later. Then, she shot him a quick, grateful smile before leaving with the boy.

Wait? Who was that? Logan wondered, bristling at the thought of Marie off with some other man. Shoving down the instincts that screamed for him to put a stop to this, he turned and tried to remember what he had been going to do earlier before he got sidetracked by a certain brunette.

"What's up Piotr?" Marie asked, linking her arm through her friends'.

Shrugging off the dark look the older mutant had thrown his way, Piotr informed Marie that the Professor needed her in his office.

"And I guess he talked you into coming to find me."

"I knew it would be a difficult mission that no one else would want-"

"Hey!" She protested, laughing as she unhooked their arms.

"No one wants to mess with the Rogue, ass-kicking extraordinaire." The brunette continued, grinning down at Marie.

She growled and delivered a swift punch to his stomach that left him doubled over in pain.

"What was that for?" He croaked, cursing her strength.

"Just demonstrating some of the ass-kicking you mentioned." She replied cheekily, patting his head.

Piotr sighed, shaking his head as she continued down the hall. He shouldn't have expected anything less from Marie. He didn't really pay much attention to her before that night in the library, and had yet to become accustomed to her violent streak.

Piotr's thoughts returned to the man known as the Wolverine, whom he had seen Marie walking with earlier. The look on the man's face when Piotr took Marie was priceless. Standing next to Marie, the man exuded protectiveness. And when Marie had left Logan standing there, Piotr caught a flash of possessiveness in Logan's eyes and stance before it was quickly covered. How anyone could mistake his feelings for familial was beyond Piotr.

Oh, he was going to have some fun with this. Piotr smirked to himself.

A/N: Thanks for reading!