"So we got some careless trouble makers, let's take care of them and go home!" Shadowcat persisted.

"This wouldna have nothin' t'do with y'wantin' to go t'th'mall in time f'that prom dress sale, now would it?" Rogue drawled dryly, teasingly. Shadowcat shot her a dirty look.

"You should come with me!" The brunette insisted. "You, like, haven't even looked or a dress for the dance, yet!"

"That would be 'cause Ah ain't goin, sugah." Rogue rolled her eyes as Shadowcat opened her mouth –probably to insist that yes she was going- when Nightcrawler cut in.

"Ladies, I don't dink dat dis iz de proper place vor dis kind o'discussion." He said dryly, not all that interested in the topic.

"D'elf be right," Gambit told them. "'Nough chattin'. Rogue, y'find a window or door or somethin' t'rough which y'can watch, at th'north. 'Crawler, y'take th'east. Shadowkitty, west. I take de south. Keep radio silence til y'hear from me."

They all nodded, and moved off, silent. Kitty was the only one who glimpsed the fleeting glance Gambit and Rogue exchanged, and she grinned wolfishly before turning to her own task. Since they were already on the west side, Kitty stayed in the ally and nimbly climbed atop a pile of crates to a narrow window. She frowned, pursing dusky rose lips as she discovered that it was filthy- too filthy to see through. She wiped at it, vowing herself a manicure to make up for the girt that got under her nails.

But weather had taken care of most of the grit on the outside- the mess responsible for the window's opaque-ness was on the inside.

Discreetly, Kitty phased her arm through the wall, and, withholding a disgusted grimace, wiped an inconspicuous area of the window. She pulled her arm back, wiped her hand on her suit's leg, and then peered through the window. She gasped- inside, it wasn't the expected dirty, dusty desolation of an abandoned building, with crates lying around and broken windows and debris strewn everywhere. No, Kitty found herself peeking through a gap in the thick, draping tapestries and swags of thick, plush velvet draperies that covered all four walls.

Deep, soft rugs were strewn across the floor, cushions and richly embroidered throw blankets cast on and around plush fainting couches, reclining chairs, plump stools. Priceless marble busts atop pillars, antique statues, ageless paintings and crystal chandeliers and wrought gold candle-brackets adorned every wall, the ceiling, every nook and cranny.

And lingering about were various peoples straight out of a fairy tale. Little, winged creatures glowing jewel-toned colors flitted around the room, and Kitty could practically hear them giggling. Tall, majestic looking men and women that Kitty could see had pointed ears mingled about, radiating nobleness.

Short, stocky creatures in bejeweled gold and silver armor laughed boyously and occasionally swung fists or danced from foot to food as they talked.

Humans –from what Kitty could see- also chatted amiable all around the interior. All were dressed richly, with hair curled and pinned or swept back, jewelry adorning ears, throats, wrists, fingers, ankles, and heads.

Kitty's eyes were wide- this was no warehouse, and this was no minor recon mission.

It was a palace.

And this was much, much more serious than any of them knew.

Wetting her lips, suddenly nervous, Kitty's eyes were drawn to the most regal figure of them all, a woman clad completely in gold and reds, sitting atop a most magnanimous throne atop a dais, surrounding by sweeping drapes and curtains and crystal statues. She looked, resting her head on one hand, her elbow propped up on the armrest of her throne. In her other hand was a tall golden staff studded with rubies and topazes and garnets.

Kitty's breath caught in her throat- the woman, even to her, was breathtakingly beautiful, emanating sensuality. Kitty shook herself, and as if the movement had warranted the beautiful golden woman's attention, the woman's head snapped up. A slow, curving, delicious smile spread across her flawless porcelain face. She rose and clapped her hands.

Kitty squinted to try and make out what the woman said next- and her years of eavesdropping and acquiring skills essential to a practiced gossip suddenly came in very handy as she translated the words the woman's lips created.

'They're here- it's time.'

Run, was the thought that penetrated Kitty's mind and heart. Breathing heavily she scrambled down the boxes, forgetting it would have been quicker and safer and quieter to just phase down and out of them. But when she remembered, she put it on full, phasing down to minimum density so that she could run through anything. And run she did. Away, through walls and counters and trees and people and cars, and all the while she heard the laughter that followed, laughter that seemed to resonate through every atom all around her. As Kitty watched, as she ran, things began to melt and run together, blending, twisting, merging. People all around her screamed and ran, but nothing worked. People themselves were twisting, changing.

A choking noise came through the communicator in Kitty's hands, and Gambit's voice was heard.

"Get back t'de mansion!" He yelled. "Get de Proffesah an'de others! Tell dem what is 'appening! Fin' ou-"

Then it went dead.

Panicked, Kitty whacked at her communicator furiously.

"Hello? Hello? Remy? Rogue? Kurt? Remy? What's going on?!"

"Kitty! Y'thare?" Rogue's voice came through.

"I'm here, I'm here, I'm here!" Kitty called. Things around her continued to melt into chaos. She'd seen so much, been through more, handled amazingly absurd situations, but nothing had prepared her for the pure nightmarish feeling that was enveloping her now.

"Ah dunno!" Rogue's voice was similarly barely on the sane side. "But Ah'm a'runnin'! D'y see anyone else?"

"No," Kitty gasped, still running and phasing through everything. "You?"

"Ah saw Kurt grappling' with an old woman who looked like sh' belonged at a Renn Faire, but Ah ain't seen Gambit."

"Kurt?" Kitty's panic doubled. "Is he okay? Why did you leave him?! Rogue?"

"Ah didn't 'ave a choice!" Rogue bit out. "He bamphed away! Th' woman with 'im! Just keep runnin', Kit, Ah'll meet y'at the mansion, alraht?"

"All right," Kitty sniffed, tears pricking her eyes. "Take care of yourself!"

"Don' y'worry, Ah'll see y'in a bit. Keep runnin', Ah'll be fine. We'll figure out somehow what this nightmah is all abou'." Kitty could hear the note of fear in her voice. Kitty's was downright terrified as she voiced her acknowledgement, and shut off the communicator at the same time she phased through a brick wall, still running…

Rogue was freaked- she'd admit that. To herself, anyways. The psyches in her mind, behind the veil separating her conscious from theirs, agreed wholeheartedly as they battled amongst themselves. Rogue ignored them with the ease that comes from much practice as she ran, tapping her communicator all the while, desperately trying to get ahold of someone. Briefly, she thought of Kitty, sending yet another mental wish and prayer for the girl's wellbeing.

She growled her frustration as she continued to get nothing but static, focusing solely on the communicator in her hands- if she didn't, she knew she would panic. The 'melting' of the world around her was too nightmarish not to.

"Time f'plan B," she thought grimly. Carefully, among the psyches in the back of her mind, she located 'Jean.' She pulled the psyche forward through the shadowy curtain between her mind and the psyches, and let her memories –and, subsequently, her powers- wash over her. The two minds, one real, the other a mere shadow, battled for control, and Rogue stumbled over something lying across the alleyway she was running down.

Grunting as she finally wrested the power of telepathy from the psyche and shoved 'Jean' back behind the veil, she threw out a tendril of thought.

~Gambit?~ Rogue called out tentively, hoping he would hear her through his mental shielding. ~Remy?~ Nothing. ~Swamp rat?~ Still nothing. Growling, she let go of the telepathic powers and the ability slipped back behind the veil.