Disclaimer: X-Men and all of it's characters belong to Marvel. No profit is produced from this page.

Author's Note: The views and opinions expressed in the story content do not correlate with the views and opinions of Artemis's Liege.

Continuity: Uses the setting from the original X-Men movie trilogy, but ignores the events.

Kitty had never liked the dark.

As a child, her overactive imagination subjected her to various terrifying nightmares. Often times her fear was so great that she forcibly kept herself awake until dawn, too distressed to return to the abyss of sub consciousness that beckoned her into its wake. And despite now knowing that there were such things as monsters (At least, not in the traditional sense), she still shivered as she gazed apprehensively at her surroundings. Only the dim light of the crescent moon illuminated the grounds of the Xavier Institute, and the looming shadows unnerved Kitty.

Of course, she knew if she ever wanted to make to it as an X-Man- no, X-Woman- she mentally corrected herself, she would have to deal with much more than a midnight game of capture the flag, a training session arranged courtesy of Ms. Munroe. While Mr. Summers was out accompanying Dr. Grey and Professor Xavier as they met with various political figures, the training of the rookie X-Men had fallen to Ms. Munroe, assisted by Mr. Logan, with Dr. McCoy providing frequently needed first aid.

The wind rustled through the trees, shaking the limbs, and seemingly stirring the shadows.

Unconsciously, she reached for the bracelet that always hung from her left wrist that she had woven herself with nylon cording and wooden beads. For a split second, Kitty was startled to find her wrist bare, but quickly recalled that she had missed her bracelet directly after lunch. She forgotten all about it till now; after realizing the bracelet was gone, she had reasoned that she'd merely dropped it in the courtyard and decided to retrieve it later. As soon as she finished this training exercise, she could go find it.

Kitty shivered, wondering when one of her teammates would locate the flag of the opposite team and return to their side of the border, carrying the red bandanna they had to retrieve along with them. Desperately, she wished that she could have trained inside earlier that day with Ms. Frost, as Doug, Dani, David, Shola, Sally, Regan, Manuel, Amara and Xi'an had done. But she had wanted to train with Jubilee, her best friend, and neither of them had wanted to be around Amara or Regan. Now, Kitty would've gladly spent the time with the vicious, other two girls if it meant that she could be sleeping right then. This was creepy, being alone outside in the dark. Maybe she should've insisted to go searching for the opposite team's flag with the others. Piotr probably would been a better choice of guard anyway-

What was that?

Straining her ears, Kitty tensed, concentrating on rearranging her molecules, in hope that her intangibility would give her an advantage against whatever opponent approached.

There it was, again. The noise reminded her of the flapping of bird wings.

"Angel?" She called uncertainly. Warren was one of her teammates; there was no reason for him to conceal himself.

Trying to stay calm, Kitty focused her attention on scanning the darkness, attempting to determine who was approaching.

She couldn't see anything.

Bamf.

Another noise, from directly behind her. Kitty jumped, so startled that she returned to her solid state. Whirling around, she prepared to face her opponent, raising her leg in a high kick.

Bad idea.

Before Kitty could even catch sight of the person's face, she was grabbed by the leg and tossed to the ground. She managed to phase through the ground, and then rose up again to face her attacker.

She screamed.

Up in the tree above her, the blue bandanna in its clawed grip, was some sort of horrible, malformed creature. Metallic skin glinted in the dim light, wings stuck out from its back, and its facial features were nothing short of demonic.

Yellow, evil eyes focused on her, fiery hate in their depths, and whatever it was vanished with another bamf, then all was silent once more.

Struggling to calm herself after her fright, Kitty concentrated on getting her breathing back to normal, scanning her surroundings all the while. But she needn't have bothered; soundless, vibrant fireworks illuminated the night sky. It was Jubilee, signaling that the game was over and her team had won. With a sigh that was mostly relief and just the slightest bit disappointed, Kitty proceeded through the grove of trees, over the expanse of grass, and back to the entrance of the garage.

The lights above the driveway were on, causing Kitty to squint at the sudden brightness. She could see Ms. Munroe and Mr. Logan waiting, and the other students were approaching, so Kitty sprinted to the wide driveway, making it there just as the last of the stragglers arrived.

There, she joined her own team and surveyed the damage. Although her teammates appeared somewhat worse for wear, no one was seriously injured. Warren's face was crusted with a small amount of blood around his nose, and the skin surrounding his eyes was beginning to purple. The material of Pitor's uniform was ripped in various areas, but nineteen-year-old Paige's uniform was completely undamaged and a long scratch on her cheek was bleeding, leading Kitty to assume that she had been taken down before she had a chance to shed her skin. Kurt looked fine, but Paige's brother, Sam, whom he was talking to, held himself stiffly, as if he had received a painful blow to his torso.

In comparison, the opposite team looked virtually untouched. The light gleamed off of Saint-John's impeccable blonde hair as he chatted amiably with Bobby and Remy, the latter of which shuffled his ever-present deck of playing cards as he spoke. Beside them was Jean-Paul Martin, leaning against the building, almost in shadow, with his usual expression of aloof impatience across his devastatingly gorgeous face.

A comment from his friend Saint-John solicited a sudden smile to form across his beautiful features, and Kitty observed that "J.P," as he had been affectionately nicknamed by Bobby, was even more handsome when he smiled. She wondered vaguely why Jean-Paul didn't smile more often, and why he seemed so grim and pessimistic when he was only as old as she, but was distracted from Jean-Paul by the sight of her best friend. Jubilee stood to his right, studying her nails in boredom, but glanced up and waved at Kitty. Enthusiastically, Kitty waved back, and was just about to join her friend when Ms. Munroe commanded their attention.

"Congratulations to the red team, who managed to take the blue team's flag in less than ten minutes," said Ms. Munroe, her tone utterly unimpressed. "However, that was not the point of the exercise."

"This was a training exercise to teach teamwork," Mr. Logan added, lighting up a cigar and clenching it between his teeth.

"Exactly," Ms. Munroe concurred. "The reason the blue team was defeated so quickly was because they did not work together." She turned to look at Kitty and her team. "Each of you attempted to obtain the flag individually. None of relied on the others for help." She focused her gaze on the other team. "Your methods were better, but only slightly. Although some of you guarded the flag while others distracted the opposite team, you still relied only on Rogue to win the game."

Following Ms. Munroe's gaze, Kitty gasped in shock as her eyes found Rogue. The previously beautiful girl now looked like a monster from a horror movie. Her face that now resembled a demon's, the large wings that suddenly protruded from her back, and her long, loose hair were now all a metallic dark blue.

Openmouthed, Kitty simply stared at the other girl, not even listening as Ms. Munroe and Mr. Logan continued their critiques. She had never really talked with Rogue; along with Amara, she was a loyal sidekick to Regan, who delighted in antagonizing Kitty and Jubilee. While Rogue never had expressed any hostility to either of them, she did nothing to stop Amara's and Regan's snide remarks.

Truth be told, Kitty knew very little about Rogue, other than her mutation, which was the ability to steal someone's thoughts, memories, and superhuman powers with a touch of her finger. Rogue utilized her power with ease, perfectly controlling and timing her abilities and the mutations that she gained. Kitty also knew her actual name, which had been promptly replaced by the nickname Jubilee christened her with after declaring that "'Anna Marie' just doesn't work," and used so frequently that everyone else, including the teachers, nearly forgot her true name.

Noticing Kitty's stare, Rogue caught her eye and smirked, revealing pointed, metal teeth that glinted in the light. Her yellow eyes seemed to spark with malice, and Kitty abruptly glanced away, just as Ms. Munroe was finishing her lecture.

"The next training exercise, I expect to see improvement in your teamwork," Ms. Munroe told them. "It saves lives in combat situations, trust me." She surveyed both groups of students with a critical eye. "That's all. Good night." She turned and walked into the garage, Mr. Logan beside her and discussing the next training session as he blew smoke rings on his cigar. Several of the students followed suit while others stayed behind to talk to their friends. Jubilee joined Kitty, who stood unmoving as Jean-Paul, Saint-John and Rogue wove around her, the three friends ignoring her as they talked amongst themselves. Kitty couldn't help but observe that the former two didn't even seem to notice the drastic alterations in Rogue's appearance.

"Well, that was fun," Jubilee commented blithely. When Kitty failed to respond, too busy staring after Rogue, Jubilee waved her hand in front of her face and giggled. "Helllooo?"

Closing her eyes, Kitty shook her head to regain her focus. "Sorry," she apologized.

Jubilee spotted Rogue, having found the direction of Kitty's gaze. "Interested by how her powers work, huh? I gotta say, I've never gotten such an up close look before, either."

"What happened?" Kitty questioned, raising her eyes to her friend's gaze.

"She basically took out your entire team while me, Remy, and J.P. distracted 'em," Jubilee said. "Bobby and St. John stayed to guard the flag. Rogue then used her abilities and just touched Warren, Pitor, and Kurt and bam, she's a fighting machine."

"She's already a fighting machine with only her regular mutation," Kitty muttered.

Jubilee shrugged, bored by the topic at hand. "You're right. But do you mind if we go inside? It's kinda cold out here."

"You can," Kitty said. "I just want to go the courtyard. I think I dropped my bracelet there during lunch."

"I'll come with you," Jubilee offered.

"Nah, that's okay," Kitty said. "You go to the dorm. I'll be there in a few minutes."

"You sure?" Jubilee asked.

"Yeah," Kitty confirmed. "You go ahead."

With that, the two parted ways. Out of caution, Kitty was careful to remain close to the outer walls of each building that she passed, not wanting to lose her way, and she pondered the night's events as she walked.

After what seemed like an eternity, she at last reached the courtyard, but was dismayed to find that in the darkness, she couldn't tell which of the several benches scattered about the courtyard she been sitting on during lunch.

Concentrating, she wandered up to one of the benches, and scanned the ground, straining her vision to see in the dim light. Incapable of spotting anything near the bench due to the dark, Kitty heaved a sigh and moved on to the next bench, but walked backward along the path so her shadow was cast in front of her, so she could scrutinize the laid brick walkway. She continued this even as she left the path for the bench, and was startled when the backs of her knees brushed against the stone bench.

Startled, she abruptly twisted around, and was shocked to find a pair of yellow eyes staring balefully up at her.

With a shriek, Kitty leaped back, instinctively spinning her molecules for intangibility. She calmed as the color of the eyes shifted, the yellow fading to an icy green, like a river frozen in the midst of its flood.

"Oh, hello, Rogue," Kitty said with relief, when she realized that it was Rogue, and she was back to normal.

For several moments, Rogue simply stared at her, her green eyes gleaming in the moonlight, before she replied with an unceremonious, "Hello." She then returned to staring skyward, sitting as still as a statue.

Several minutes passed in silence as Kitty tried to puzzle out why Rogue was in the courtyard. Perplexed, she studied her peer who sat with her shoulders back and one arm over the back of the bench, the other at her side, with her long hair loose, the strands dyed white a stark contrast to the rest of her auburn locks. The fine features of her pale face seemed to glow alabaster in the moonlight, and her head was tilted upward slightly as she gazed up at the stars, almost with some sort of . . . expectancy. The cool air of the brisk fall night didn't appear to bother her, as she gave no indication of cold.

"Is that what brought you out here?" Kitty asked, noticing Rogue's fixation upon the sky.

"What?" Rogue queried flatly.

"The stars," Kitty elucidated, gesticulating upwards. "Are you trying to find the constellations?"

"Not hardly," Rogue responded tonelessly. "I was waiting for the excess mutations to fade before I returned to the mansion."

"But . . . those mutations are gone," Kitty pointed out. "You can go inside now."

"I was also thinking about the mutations. I miss them," Rogue replied simply.

Kitty frowned in confusion. "What?"

"It's hard to readjust after taking so many mutations, and then just watching them disappear," Rogue explained, her voice devoid of emotion.

"So wait . . ." Kitty struggled to comprehend what the other girl was saying, unable to wrap her mind around the concept. "You like taking the mutations and the abilities? And you like, um, looking like . . . some sort of monster?"

"'Monster,'" Rogue repeated, and Kitty thought she could detect faint amusement in her tone.

"Well, yeah," Kitty said honestly, before she realized that she might be offending Rouge. Rushing to do damage control, she added hastily, "It's just that you looked really scary, you know, like a monster in a children's storybook, or a demon from mythology, a creature from some sort of science fiction movie . . . " Kitty trailed off, realizing that she wasn't helping in the slightest, and shifted uncomfortably when Rogue's cold green gaze fixed upon her with an unsettling intensity. She was shocked when Rogue's lips twisted upward into a devious smirk.

"That's funny," Rogue said in a tone that denoted mirth, but struck Kitty as unmistakably dangerous and made her skin crawl. "I kind of like that. 'A demon from mythology' . . . how ironic."

The whole situation had become too immensely creepy for Kitty's tastes, and Rogue's eyes suddenly seemed to brighten with a disturbing light. Unnerved, she no longer wanted to be there, alone with this girl, but she knew the only way to get out of this and salvage her pride was to finish what she'd started. Taking a deep breath, Kitty tensed and prepared to speak.

"Why would you like looking like a monster?" Kitty voiced her final question, and winced at her loud voice in the quiet of the dark.

The smirk never dropped from Rogue's face, and Kitty shivered as the girl's icy eyes locked onto hers, the expression of amusement on her lips unable to warm her arctic gaze. For a long moment, it appeared as if Rouge wasn't going to reply. But then she said in her low, throaty voice, "Because then, what I am on the inside matches what I am on the outside."

Stunned by her answer, Kitty could only stare wordlessly.

Rogue stood, and for the first time, it occurred to Kitty how much taller Rogue was than her.

"Later," Rogue said flippantly, and she began to stride toward Kitty with the intention of walking by her. Before Rogue had sauntered past her, she vanished with a bamf, leaving Kitty to cough on a cloud of smoke and the smell of burning brimstone.

A/N: In the comics, Kitty had an issue with Nightcrawler's visible mutation when she first met him. I don't think it would be a suspension of disbelief to say that she might feel uncomfortable around a drastically-altered Rogue.

My Rogue is an odd blend of the character from several continuities, mainly the comic "New Exiles" (Earth-1009) and the T.V. show "X-Men: Evolution" (Earth-11052). She's more cynical and serious than the comics and the movies, and can control her abilities enough to touch other people without harming them.

Any thoughts or concrit? Let me know.