Her heart pounded in her chest as she raced up the stairwell. She wasn't sure where she was going, but the Logan inside muttered 'instinct'. Back exit, she thought, somewhere quiet and safe and easy to run to. She heard a coughing, and a body dashed up, ploughing into her. She wrapped her arms around it as she toppled over, and going with the roll she ended back up on her feet once she reached a landing in the stairwell. She looked to the body she had in her arms. Blue eyes, silver hair and a worried face greeted her. She gave a curious smile.

"I gotcha now."

The man in green in her arms struggled, grunting.

"Aww, now," Rogue pouted, "My company ain't that bad, is it?"

"You are strong," he said, "Like a bear!"

She wrinkled her nose in amusement. "Didn't expect that, didja?" He shook his head wildly. She sighed, tilting hers. "What's ya name, then?"

"Kuh-Quicksilver!"

"How ya doin', Quicksilver, I'm Rogue," she said. "I hate to get antisocial on ya, but I got a job to do. Sure you understand." Pulling her head back, she slammed it into his, the man immediately limp in her arms. "There ya go. Didn't hurt a bit now did it?"

The man collapsed onto the floor. She burst into action again, continuing on her way. Ground level, she was looking for ground level. Quicksilver... that rang a bell... With Carol all safely tucked up in there, no doubt.

Kicking open another door, she was on an office level. Ground, the door said. She hurtled into the room on racing legs and she struggled to skid to a stop upon doing so.

People crowded around a computer closest to her in the maze of offices, one particular figure towering and distinct with his cool dark magenta helm. A woman stepped from next to him, large blue eyes cold.

"Erik..." she said sharply.

Magneto... He glanced up from the computer he stood behind, brow cocking gently. His lips lifted in something akin to a smile.

"Well..." he said, "If it isn't my young charge."

Rogue felt herself bristling, and she clenched her fists behind her back. "I'm not yours."

The woman next to Magneto was a small frame of a woman, long blonde hair parted in the middle, perfectly straight, a cascade of gold. Her face was delicate, eyes wide-set, full lips pursed. She was clothed in pure white, a thick tough jumpsuit covering her body not totally unlike Rogue's own black one. The woman's outfit was completed with a cape.

The eyes... the eyes were haunting.

"Here to save the day then?" Magneto asked Rogue.

Rogue cocked a lip, a snort taking her. "You could say that."

The blonde woman ticked a brow coldly. "What else could you say?"

Rogue gave a slow, deliberate blink. "You could also say I'm here to kick your ass."

Magneto chuckled, a fond look on his face as if she were his own stumbling child.

"What's so funny?" she scowled.

"You're so like her..." he said. "Yet you lack her... grace."

Pain erupted in Rogue's chest, and she narrowed her eyes. "You mean Carol."

"Indeed," said Magneto. "In destroying her you denied me one of my most talented comrades."

She swallowed. "Gee, what a shame." She shrugged. "Guess she shouldn't have taken on Logan and I in the same ten minutes."

Magneto's brows dipped. "I don't remember you being this cocky."

"I don't remember you bein' this talkative," Rogue countered. Her eyes flashed as she widened them threateningly. "You stallin' for time?" She tilted her head, and stepped forward to look at what was on the computer. "Whatcha got there, a game a' Diablo you just can't put down?"

The blonde woman stepped forward, arms jutting out to stop Rogue.

Magneto stepped foward, eyes wide in anger. "Frost!"

An inexplicable rage took Rogue, and grabbing the woman she swung her around, driving her down into the floor. The woman rolled, hurtling into an office chair, head striking a CPU tower under the desk. She slumped to the floor, seemingly out cold. Erik just tutted to himself.

"Carol never could abide Frost..."

Rogue spun about, glaring at Magneto.



The noise enveloped him. Cyclops moved about, only the rushing air and flying debris affecting him, Beast equally ignorant to what battered Logan's sensitive ears. Wolverine was in agony, his head pounding at the sound that was a thousand terrible things at once. It was twisting ripping steel, a baby's shriek, a scream, a set of nails scratching wildly at a blackboard, a wailing cat, a guitar too close to a speaker and crying out in molecule jarring feedback... If pure stabbing blinding pain were a sound, this was it, and it had Logan in its clutches.

Cyclops knelt next to the desk that protected Jean, eyeing the incapacitated Logan on the floor. After checking Logan a moment, Hank loped over to Cyclops.

"I believe something must be done about our lady in red!"

Cyke nodded. "Sure, but my beams can't touch her!"

Beast clicked his tongue. "I regret laying my hands on a lady, but in the current circumstances..."

Sighing, Cyclops conceded. "Yeah. Get to it."

Beast turned and ran headlong at Scarlet. His large blue hands wrapped around her ankles and he gave a great pull. Instead of dragging her to the ground as he thought might happen, she bobbed in the air like a cork, and turning partway she glared down at the X-Man. Without a word she directed a pulse of energy at him, bowling him over.

Storm was not a woman to waste an opportunity. Her hair whipped about, wind rushing about her. Very suddenly, the room became still.

There was a groaning of metal, the sound of buckling steel, and with an awesome wrenching the roof of the elevator car caved and collapsed. Gale force winds roared down the shaft, bringing with them chunks of ice, hard heavy rain and licks of lightning.

Scarlet spun about from her task of battling Beast to receive a full blast of the elemental attack. Hail pelted her body, rain soaked her skin and hair, and with a weaving of energy, Storm unleashed a sizeable bolt at Scarlet, stunning the woman solidly. She fell limp against Hank, who was also a little wet from the indoor rainstorm. The blue furry man looked up, his movements shaky.

"And I used to wonder how you acquired your nom de guerre," he said weakly.

Storm gently floated down, landing effortlessly and strolling over to Beast to help him onto his feet. She offered him a hand with a small lopsided smile. She looked to Cyclops.

"How is Jean?"

Scott shook his head. "Not good, under some form of attack-"

Logan let out a blood-curdling howl, the ground shaking suddenly. Cyclops glanced up to Hank.

"You feel that vibration?"

"Aaaugh..." Jean's body slumped and slowly she rolled onto her knees, tears spilling down her face. Cyclops took her by the shoulders, trying to meet her eyes.

"Jean!"

A weak hand lay against his arm, and she nodded lightly. "I'm... I'm okay Scott. Whoever was attacking my mind... they've stopped." She frowned, licking her lips. "I don't sense their mind anymore... I think they're unconscious."

Cyke looked up and around, and nodded. "We probably have Rogue to thank for that."

Jean looked over to the balled up figure of Wolverine and frowned. "What's wrong with Logan?"

Hank was back at Logan's side, trying to calm the man and continue check him over.

"I don't know," Cyclops said, "It's probably got something to do with this vibration we're currently experiencing." He frowned and tapped his comm-link on his belt. "Rogue, come in."

The belt was silent for a moment, till the smooth drawling voice he waited for spoke back at him.

"Rogue here," she said, "Readin' you loud and clear."

"Where are you?"

There was a brief pause. "Lookin' at Magneto's ugly mug."

Scott glared at Jean then gripped the comm in his hand. "You stay there! We're coming!" He shut off the comm-link before Rogue could say anything else. He turned to Hank, pointing at Logan on the floor. "You look after him. Jean, Storm - you come with me."

"I don't think so..."

Cyclops frowned at the strange voice, and whirled about to face it's source - someone standing in the emergency exit doorway. He was a tall fellow, dressed in dark colours in neat attire, heavy boots and a belt fixed with utilities the only indication that he was dressed for a mission of some sort. His hair was cropped, scruffy and fiery orange, green eyes dancing with derision. He grinned at the fallen Logan, crossing his arms and looking very pleased.

"I see your friend has already enjoyed the sound of my lovely voice..."

Logan, dangling in Hank's grip, glanced up and growled, lunging forward. "You son of a-"

The stranger screamed. It was a sound like none of them had ever heard, bar Logan, who had been victim of the sound for quite some time. Cyclops felt his head spinning, lancing pain stabbing his ears. His whole body shivered from the force of the sound, and he felt himself growing dizzy. They all buckled, incapacitated by the sound, consciousness creeping away with the growing decibels.

"Ohhh this is wonderful!" hooted the red-haired man, "I could keep doing this all day!" He shrugged and sniggered. "I think I will."

His screams shook the room, and the X-Men were helpless.



Magneto crossed his arms, walking forward from the desk where one of his lackeys worked at the computer. His eyes twinkled, fascination playing in them, measuring up and judging the leather-clad package that was Rogue. Trimmed hair, proud stance, smart mouth. It was all very familiar to him, yet it wasn't so obnoxious as it was in its previous incarnation.

"So how are you adapting to having Carol inside of you?" he asked, stopping in front of Rogue and placing his hands behind his back.

She tipped her head and shrugged. "We're getting along."

"I can see that," he smiled approvingly.

The young man at the computer turned and spoke in a shaky voice. "Erik, I hate to interrupt, but the files are nearly uploaded."

Rogue felt the grip of urgency within her. Whatever the hell Magneto was downloading, it couldn't have been good. Without a word she sank to the ground, rolling past Magneto and reaching for the phone line that ran up into the computer the young man was currently using.

She heard Magneto sigh, and a clattering of metal suddenly filled the air. She glanced around just in time to see a filing cabinet hurtle across the room and into her. It knocked the wind out of her, and she lay there for a moment, the pure shock of the impact stunning her. It took her a second to realise that she wasn't hurt by it, and she rolled over, shrugging off the now badly dented cabinet and getting back onto her feet. Just as she did, another slammed into her from the other side. She staggered, leaning on an office partition next to her, panting softly.

"I hate to cause harm to my mutant brethren," Magneto said.

"Bullshit," Rogue snorted, hair dangling in her face. "You were quite happy to let me fry on top of the Statue of Liberty."

"Not without much regret," he said, eyes growing soft for a moment.

Rogue shuddered, crouching down and searching for the cord again. A hand-held paper puncher bounced of her head, as did a pair of scissors, a small tin of pens and a stapler. She looked up at him, cocking a brow. "You're attacking me with office equipment?"

Her words were cut short as another filing cabinet slammed into her.

"I'm giving you a warning, Rogue," Magneto tipped his head, "If you are not with me, you are against me."

Rogue looked up at him from the floor with contempt, hand creeping behind the filing cabinets that half buried her. "Why the hell would I want to be with you?"

"Carol is inside of you," Erik said, eyes gleaming. "The seed is sown... you know why I am right."

Rogue shook her head slowly. "I know you're a very mixed up man, Erik." She gulped, tears in her eyes. Inside her, Carol had been silent. Magneto was right, she was there, always there, always listening, interwoven and a part of her whole. She sighed. "Carol knows it too, now. She knows what it's like to be a part of something good..."

Magneto's eyes glinted angrily.

"You know what, Erik?" Rogue struggled to her feet, smiling sadly. "She really really likes it." She lifted her hand, and the cord that provided the computer's connection in it. Magneto glared at her.

"No!"

She gave a great yank, a snap filling the air as she broke the wire. The young man at the computer clicked at the mouse frantically and looked to Magneto with a strangled yelp.

"Most of the files are uploaded-"

"It's enough!" Magneto said coldly, and raised his arms sharply. Filing cabinets flew towards Rogue, pounding her, bouncing off her. Computer monitors lifted and spun towards her, exploding on impact, tearing the leather that clothed her. An office partition shuddered and sprung from it's housing, hurling itself at Rogue as she struggled to her feet. It wrapped itself around her, crunching in tight. Magneto grimaced as he lifted his hand, forcing the metal tighter around her body.

It crushed her, and she fought, kicking her legs and flexing her arms. She battled for air, but fell over as Erik sent another cabinet her way.

He turned, kneeling next to Frost, patting her face. "Frost..."

The man at the computer shook his head. "She's probably out. I got most of their security protocols on disk, so we can break into their files later."

Magneto looked up to his comrade and nodded. "Very well." He pointed at Frost and got to his feet, the young fellow at the computer racing to pick up the fallen Emma. Pressing at a comm-link on his belt, attached to an earpiece inside his helmet, Magneto frowned. "Banshee - it's time to go."

As he walked away, he looked down at Rogue with a frown. "I hoped for so much more from you."

Rogue narrowed her eyes at him, voice raspy from the restricting metal. "Sorry to disappoint."

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