DISCLAIMER: I don't own Mystique or Rogue. (I wish I did), and I'm not making money with them, I'm only having my fun...

Rating: NC-17 (M) for expicit scenes

Pairing: Mystique/Rogue

Warning: This is slashfiction a.k.a. there is girl on girl action in it, so if you're not interested in reading this kind of stories or under 18 hit the back button.

If you're okay with all of the above: Enjoy! And please review!

- What the...! - Rogue yelped in surprise when a cloaked figure appeared in her window. She immediately jumped off her bed ready to attack the intruder. But the figure stepped into the room holding up both hands, the universal sign of harmlessness. The figure didn't move closer to the girl, only waited for her to make the next move.

- What do you want? - Rogue asked in a rather unfriendly tone.

- Your help. Please. - said the figure. Rogue had a vague feeling that she knew the voice but couldn't quite place it.

- Who are you? - she asked. It was very weird to see someone jump in like that, she thought the Professor sensed every mutant that came close enough to the Institute.

- Will you promise to listen to me? - asked the figure. Rogue thought for a moment. She could hear that the figure was almost desperate not to mention she was in her own room, if anything went wrong help could be there in an instant. After a few moments she slowly nodded.

The figure slowly let one hand drop to the neck of her cloak and let it loose. She pushed the hood back and the heavy material slid off her shoulders. When Rogue saw who the cloak hid she was so shocked she couldn't say a word.

Mystique stood quietly at the window for a moment to let Rogue take in her presence. She could imagine all the questions that arose in the girl's head so she thought she'd give her a few seconds to deal with this new information.

- Rogue I need your help. Please just let me finish what I have to say. – she paused here and when Rogue didn't move or say anything she continued – My powers are out of control. About a week ago I started having difficulties changing form and two days ago an intense pain overcame me and I started shifting into everyone I ever turned into. When I could finally open my eyes again I was stuck like this. I went to Irene – she could see that the name of her mother had an effect on Rogue, her head jerked a little as if she'd been spooked – She said that only you could help me.

Rogue stared at the blue woman half amazed half offended that she would dare to come to her room to ask for HER help. After getting over the shock of seeing her of all people in her room she noticed that Mystique had indeed changed. Her hair was still red but a lot longer and it seemed lighter. Jean. Her hair looks like Jean's. She also noticed that her skin wasn't as dark blue as usually, it was a lot paler like the noon sky on a summer day and had almost white spots everywhere. Her face was altered somewhat, it was her own face but something was not quite right. Apart from being pale blue something else was off but she couldn't figure out from this far.

- You have some nerves. Coming here with your lies. Why should I believe you? Why should I HELP you? I hate you. You probably changed into this form to screw with my head some more.

- NO! - Mystique insisted. - How do you think I got in here without anyone noticing it? Every time I tried the dear Professor sensed me before I got near enough. - She said with a hint of sarcasm in her voice.

- How should I know? This is probably a new trick of yours.

- No, it isn't. Please Rogue listen to me. I was able to come in undetected because my powers froze. I can't change. Right now I'm not a real mutant. I look like one but I have no power whatsoever. Irene said only you can help me.

- Stop saying my mother's name! I don't believe you! Get out! - Rogue yelled at the woman in rage. She didn't want to believe her but something inside said she was telling the truth. Suits her right.

Before Mystique could say anything she collapsed to the floor in pain. She was on her knees, holding her sides, curled into a ball and tried not to scream. Despite her hatred for the blue woman Rogue was by her side a moment later. She was one of the good guys after all. She couldn't just stand there when someone collapsed like that in her own bedroom.

- Mystique! What's wrong? - she asked the woman without really thinking about it. Mystique slowly raised her head, the way she moved told Rogue better than words how much she must have hurt. Tears were running down her cheeks in thick streams, her lips quivering. When she looked Rogue in the eyes the girl fell back on her backside, her eyes grew wide with shock and her jaw dropped. Again she was completely speechless. Being this close to the woman she could see now what was off. Her eyes. It wasn't Mystique's. It was HERS. What the hell is going on?

- What the hell? - She shouted out loud and without really thinking she slapped the woman. - How DARE you use my eyes! Change! - she screamed at the woman half in anger half in terror.

- I can't. - Mystique said still hugging her sides from the intense pain. - I can't change Rogue. I'm stuck like this! If you don't want to see your eyes in my face you have to help me. Please. It hurts so much. - tears were still flowing freely from her eyes and it had an uncanny effect on Rogue to see her own red, puffy eyes in the face of a pale blue version of her enemy.

- How am I supposed to help? - She asked trying to sound like she didn't really care.

- Irene said only your power can clear my head enough to reset my powers. If you can knock me out it should be enough to restore my control over my body.

Hearing this Rogue immediately took off one of her gloves. She was almost too eager to knock Mystique out especially if she willingly came to her room and asked for it. She touched the exposed skin of the woman's shoulder with her fingers but nothing happened. Rogue's eyes grew wide and she touched the woman more fully with her whole hand. Still nothing happened. She ripped off her other glove and grabbed the woman with both hands and still Mystique just sat there on her knees, eyes – her eyes – desperate although the tears had already dried up.

- WHAT THE HELL IS THIS? - Rogue yelled at the woman, shocked. She scrambled to her feet and took a few steps away from the woman.

- It isn't that easy I'm afraid. The reason why I'm so pale is because my natural skin colour mingled with that of Wanda. - When she failed to see understanding in Rogue's face she took a deep breath and clarified – Scarlet Witch. She can harness the powers of probability and send bad luck. She can also make other mutants' powers backfire. Somehow this aspect of her power remained active so you can't just touch me like that and be done with it. Irene said in order for you to be able to help me I have to loose total control. She said one of the reasons why I'm like this is because of my will power and the control I usually have over my body. I need to loose that control to halt Wanda's power and make yours work. You have to believe me, if there was another way Irene would have said so.

Rogue couldn't believe what she was hearing. She could touch Mystique. Why HER of all people? This is SO unfair. She didn't want to go near the woman, in case she decided to jump her. Knowing that she was immune to her power at the moment she felt rather defenceless. But she couldn't help herself. Being able to touch someone was such a new thing to her she couldn't contain her curiosity. She stepped closer to the woman and reached out to her. Mystique slowly raised her hand and the let the girl touch it. Why couldn't this miracle happen with someone else? Anyone else? Well okay... anyone from the X-men. She silently pondered while she took in the feeling of touching another human being without protection. But soon she became self-conscious and dropped her hand. This WAS Mystique after all.But the woman didn't seem to be her usual evil self right now.

- And just how do you plan to loose control? You like... want to get drunk here or something? - She finally asked.

- I don't think it is going to be that easy to break my self control. - Mystique replied calmly. If she thought that convincing Rogue to listen to her and get her in a helping mood was going to be hard than convincing her to do what she had to do to help would be near impossible. - The only time one looses total control of their body is when they have an orgasm.

- WHAT? - Rogue yelled yet again, without really wanting to this time. She was simply too shocked. What the hell is Mystique on? She wants to... to have sex with me? She thought. But out loud she said - You HAVE to be out of your mind...

Mystique stepped closer to the girl. - Do I look like I'm out of my mind? If there was another way I would try. But I'm afraid this is my only chance. We have to be touching in the exact moment when I loose control... But in all honesty... does it really sound THAT bad?

Rogue was yet again shocked by what the woman was saying for who knows how many times that night. But what shocked her even more was that she didn't back away when the pale blue woman slowly took another step closer to her and reached out to touch her exposed hand. Just like earlier, nothing happened. She pulled on Rogue's hand and very slowly turned the girl around and pressed herself against her back. She guided Rogue's hand to her neck with her left hand while the other ever so slowly slid across her stomach to the hem of her shirt. - You can touch me Rogue. And I can touch you. This is not something that happens very often. If you were honest with yourself would you really want to miss it? Feeling someone's skin under your fingertips without sending them into a coma? - as she said this she let her left hand caress Rogue's arm, her lips close to the girl's ear, her breath tickling her skin. She took the fact that Rogue wasn't pulling away as encouragement and slowly dipped her other hand under the girl's shirt caressing the soft skin of her stomach with her fingertips. At the same time she also pushed a lock of white hair from the girl's face with her nose and let her lips trace Rogue's ear. - You know you want to. Don't throw this away. - She breathed into the girl's ear, pulling her into her more firmly. A soft involuntary moan fell from Rogue's lips from the sensations she never hoped to experience. When Mystique heard it she knew she had won. She softly nibbled the edge of the girl's ear then trailed kisses down her neck. Her hand slid from Rogue's arm to her shoulder, down muscular shoulder blades, across her ribs to her stomach, over the shirt, and softly cupped one breast.

At this Rogue let out a sharp breath and froze, but didn't move away. Mystique froze for a second as well but since the girl didn't move away she slowly continued to seduce her. After she thoroughly explored the front of the girl with slow experienced hands she, without breaking contact with her neck, circled the girl and trailed soft kisses up her neck to her lips. The first kiss full on her lips was gentle. She didn't want to startle the girl now that she was halfway to winning. She first licked Rogue's upper lip than her bottom lip, softly sucking it into her mouth. She didn't have to wait for long, the girl's lips parted almost instantly and let her tongue in.

Oh my god! I'm kissing Mystique! I'm letting her touch me! God this is SO wrong... I should stop this... but hell... she's an amazing kisser.

Thoughts ran wild in Rogue's head and at one point she almost tore herself away from the blue woman but when Mystique sucked on her lips her knees seemed to go weak and she had to grab onto the woman's shoulders or she would have collapsed. When the woman circled her waist, pulled her to herself firmly and entered her mouth she knew she wouldn't be able to resist. She was right, she might not ever get another chance to experience this softness. Real human contact, something she desperately craved ever since she was a child. So she decided to give in to Mystique. She tangled her fingers in her long red mane – Jean's hair the thought flashed through her mind for a moment – while her other hand ventured under the woman's top.

At this moment Mystique knew that she had the girl for sure. Her kisses grew more intense and demanding, her hands roamed Rogue's body more freely now. Suddenly she grasped the hem of her top with both hands and pulled upwards. The top was discarded and forgot about in a matter of seconds and their lips collided again. To her pleasure the girl wasn't wearing a bra under the shirt so she had unlimited access to her soft upper body. She let both hands slide up her sides and each cupped a perky breast.

Rogue sighed into her mouth at the contact and her grip in the woman's hair grew firmer. With her other hand she felt out the clasp on the older woman's top that held it in place around her neck and let it loose. She tugged down the close fitting garment to her waist and trailed her hand back up to mimic Mystique's movements.

They made out like that for a while getting to know each other, but Mystique, being an experienced lover, was growing impatient. She grabbed Rogue's waist with one hand, the other still attached to the girl's breast, her thumb caressing around her stiff nipple in circles but never quite touching it. She pushed the girl towards the bed. When she felt them stumble into it, she turned around and sat on the bed, pulling the younger girl on her lap. Her hands went to grab the younger girl's butt, while she trailed kisses down the girls neck to her breast. She kissed every inch of skin still careful to avoid her nipple. When she was satisfied with the effect she licked the top with the tip of her tongue. A deep moan ripped from Rogue's throat, she gripped the woman's head with both hands. After what seemed like an eternity to Rogue Mystique finally wrapped her lips around her stiff and over-sensitive nipple, softly sucking it. The girl threw her head back in ecstasy just enjoying the sensations the dark woman was giving her.

Mystique then tugged on the young goth's pyjama bottoms and when she felt the girl lifting herself off her lap to comply with the silent request she let go of the sweet little nub as well, quickly getting rid of her own remaining clothes. As soon as she was finished she reclaimed Rogue's mouth with a searing kiss. She slid more onto the bed pulling the girl with her.

She pushed her on the bed, hoovering above her for a moment. Then she attacked her neck again, trailing southwards, her hands roaming across the girl's breasts while her lips and tongue dipped into the girl's navel. Rogue felt like she was on fire, she couldn't focus her eyes on the blue woman kneeling between her legs. She had a vague thought about how the hell things had gotten so out of hand but when she felt those exquisite lips trail from her bellybutton to her inner thigh she abandoned all thoughts, her back arching in anticipation from what was about to happen.

Mystique was aware of the effect she was having on the girl and she was rather pleased with herself even though there was a nudging little voice in the back of her mind that said this not quite right. She squished the voice as she neared the Rogue's most intimate place with her lips. One of her hands was resting on the girl's stomach caressing it in lazy circles, the other was trailing up from her knee across her inner thigh. She was only half way across when she felt moisture with both hand and lips. She eagerly licked and tasted it, nearing her goal. Meanwhile the girl kept writhing under her touch, caressing her own breasts while silently begging the older woman with her movements to stop teasing her already. Mystique finally took pity on the girl and dived deep between her legs, licking and sucking passionately. She also slid two fingers to her entrance but at that moment she froze. Was she still a virgin? She wondered and looked up at the girl with a puzzled expression. Rogue somehow sensing the woman's thoughts managed to open her eyes and focus enough to see the questioning look. She wasn't even close to being a virgin even though she has never been with anyone. All the more reason she had to discover her own body when the need arose. She simply nodded and tangled one of her hands in the mass of red hair to encourage the woman to continue.

Mystique didn't need another invitation she latched onto her sensitive nub again, and this time her fingers didn't stop at her entrance. She pushed two fingers inside and let out a moan when the girl's inner muscles contracted around them. At this point Rogue let out a deep moan that was muffled with a pillow. Smart girl – Mystique thought, never loosing her rhythm. It didn't take long for Rogue to come, and she screamed her pleasure into the pillow she almost choked herself with. When Mystique could feel that the girl was coming down from her height she withdrew her fingers and slid up her body to claim her lips. They laid there for a few minutes just kissing, Mystique was considerate enough to let the girl catch her breath.

Rogue was exhausted but she vaguely remembered why they were there. She slid a hand down the blue body to where it was most needed and shivered when the older woman moaned into her mouth. She was worked up and felt that she wouldn't need too much attention to come. Suddenly Rogue broke the kiss and slid down under Mystique's body until her head was just under her breasts and she forcefully caught one of her nipples between her lips. She pulled on it which served as a major turn-on for Mystique. She groaned thorough clenched teeth. After a few minutes the girl slid even further down the shapeshifter's body to the woman's great surprise.

Mystique was still kneeling on the bed when the girl pushed her lips between her folds and she tumbled over holding her body up with her hands. She could feel she was close but this was not the way she wanted to go. She coaxed the girl from between her legs and slid down her body. She kissed the confused girl and guided one of her hands to where her mouth had just been.

- Open your eyes. I want to see you before I black out. - she whispered against her lips.

Rogue felt a little awkward kissing with open eyes but she did as she was asked. When Mystique felt that she was nearing the edge she readied herself mentally for the pain of Rogue's power flaring up and claiming her consciousness. She had to rip her mouth from the girl's, her breath growing shallow, her chest going up and down quickly.

- Almost... - she moaned and reclaimed the girl's lips, their eyes still open, when she felt she could hold on no longer. At the exact moment when she screamed into the girl's mouth she felt the shocking pain of Rogue's power coursing through her entire body. She held onto the girl, screaming into her mouth in ecstasy and pain at the same time, never looking away.

Rogue wasn't prepared for this experience, the moment Mystique lost her control her power came to life and she started to suck away the woman's essence. She knew what was going to happen to Mystique but she couldn't have guessed that with Mystique's essence the power of her orgasm would rip through her body as well and for the second time that night her back arched in pleasure while she drained the older woman above her. She saw from two inches how Mystique's face changed and her eye's turned back into Mystique's own yellow eyes.

Just before she lost consciousness from the intense orgasm she managed to push Mystique's lifeless body next to her on the bed and the moment she was sure she wouldn't kill the woman by touching her for too long she passed out beside her.

When Rogue woke up sunlight was pouring into her room. She felt strangely relaxed so she stretched under the covers. But after a few moments the events of last night crashed through her mind and she immediately sat up in bed looking around but Mystique was gone. She noticed that there was a note on the night stand with her name on it. She leaned against the headboard and opened the note.

Rogue,

Thank you. I'm not quite sure why you decided to help me. Either because you don't hate me as much as we both think you do, or because you took pity on the helpless creature writhing in pain on your bedroom floor... either way, I am grateful.

I do love you, in my own way, as much as it is possible for me to love. I'm only sorry that it's not enough to be considered a good mother. One day... maybe...

Mystique

After reading the note several times Rogue just sat there, staring at the paper but not seeing it. Tears blurred her vision but she didn't care. One day... maybe...

THE END

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