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"Ah've had just about enough outta you!" Sam Guthrie exclaimed as he threw the prisoner to the ground. The prisoner, a haggard human who looked much older than his age, was in no shape to put up a fight and tumbled to the ground lifelessly.

Truly, it was not the prisoner who was causing Sam to be foul tempered. It was actually Pain's fault. Sam had never actually met Pain. He didn't even know if Pain was a man or woman. He just knew that in under a week of service to Apocalypse, Pain had been promoted over him, and Sam was not happy about it.

He hauled the man to his feet and dragged him the rest of the way to Detention Block Gamma. If Sam had had his druthers he would have taken his anger out on the man beside him and left others to clean up the mess. Unfortunately, the man was to be kept alive... at least until he'd offered up the location of a group of troublesome humans.

So far, he hadn't said a word, so it was up to Sam to bring him to the detention block that Pain presided over. Perhaps he'd even catch a glimpse of Pain in action and find out what made Pain so damned special.

He finally reached the detention area and secured the man in one of the cells with the other cowering flatscans, then he sat down to wait for Pain to show up.

After about five minutes he heard footsteps in the hall. It wasn't the sound of the combat boots that the majority of Apocalypse's army wore. It was the click of stiletto heels on the cement floor. He glanced over at the humans in their cages. They were now more frightened than before, cowering in the corners like scared animals. Sam snorted. *Just like Pavlov's dogs. So,* Sam thought to himself darkly, *this must be Pain, and she doesn't seem to have much respect for uniform... we'll see what she's made of.*

He glared up at the doorway and watched as the owner of the black stiletto heels strode in. His glare dissolved as his eyes traced up the stately, dark figure of Pain.

She was the most beautiful woman he'd seen in a long time, and easily the most imposing. The heels she wore gave her an extra six inches that she hardly needed, being close to six feet tall already. The heels gave way to tight black pants that emphasized her well defined legs. Above that was a black top more suitable for one of the human women who sold themselves than a Prelate. Her hair was dark brown, cut to just below her cheekbones, and her eyes... her eyes bore into him with pure loathing.

"Aren't you supposed to stand for your betters, Rook?" she asked venomously as she swung forward towards him on her long legs. She exuded sexuality as a weapon, and he found it hard to comply with her order, struggling to stand on now shaky legs.

She hauled him to his feet by his collar, and looked disapprovingly down at him. "First jealousy, and now unbridled lust. You're pathetic, Rook. How can you control humans if you can't even control yourself?"

She turned from him imperiously and approached the cells where the terrified prisoners had begun to whimper. She obviously had the prisoners where she wanted them. Half of job was done before she even entered the room. It looked like the majority of the prisoners were ready to tell her everything on the spot.

He examined her carefully. It was rare to find a woman like her working for Apocalypse. Most of the women involved were less than attractive after clawing for dominance alongside the men in the system Apocalypse had established. He readily admitted that his sister Elisabeth was one of that number... but this one... She'd somehow come through unscathed. And he wanted to know how.

The guards pulled one of the luckless prisoners from the cell and chained him against the wall in full view of the other prisoners. Pain approached the man like a predatory cat.

"What's your name?" she purred, tracing a claw-like fingernail down his cheek.

The man remained silent, and she glared at him. She spun away for a moment and then spun back, raking her nails across the side of his face. "My name is Pain, because I cause it," she said in a dangerous voice. "Introductions are over. Now, will you tell me where the humans have hidden themselves?"

"I'll die first," the man croaked, his voice barely louder than a whisper.

Pain smiled seductively. "That can be arranged... but how many times will you die before I get the information you have?"

He looked at her confusedly, and before he had a chance to speak she'd pulled a wicked looking knife from it's place on a table beside her and slashed it across his stomach.

She took her time cleaning the knife as the unfortunate man died painfully. Finally she replaced it on the table and touched the dying man's face. Her hand emitted a strange white light, and miraculously the wound healed.

"That was one. The least painful way... How many more ways do you want to die?"

The man put up quite a fight. The man almost died three times before he spoke, but Pain somehow detected that he was lying and lashed out at him again, burning a hole straight through his middle using a hot poker. He told the truth the next time around.

The guards threw the man back in his cell and she passed back by Sam, looking slightly fatigued, but still in control of the situation. She looked not unlike someone directly after making love. "I sincerely hope you have a little more respect for your superiors now, Rook. Perhaps now you understand my value to our lord. I have not failed to get answers from an interrogation yet." She bowed her head a little in farewell and the clicks of her shoes disappeared down the corridor.

Sam had trouble keeping his mind on pertinate matters for the rest of the day. The mystery of Pain haunted him. Where had she come from? How had she come to the attention of Lord Apocalypse? What secrets were hidden behind her imperious mask? He wanted her badly, and not just because of her appearance... He wanted to have some power over a creature like her, the first woman he'd met in years that he'd feared.

Elisabeth was less than impressed with Sam's recounting of Pain. She bristled at not only the fact that she'd been made prelate so quickly, but that she'd not had to suffer in the process. Sam remembered only too well the indignities Elisabeth had to deal with as she rose through the ranks. It had left her angry and scarred. Pain was neither.

Sam was frankly surprised the day a soldier stepped up to him and said simply, "The Prelate wants you." Usually Alex or Scott requested both Guthrie's presences, as they worked together the majority of the time. He followed the messenger in confusion as they passed the junction where he'd normally turn to go to the Summers' rooms. The soldier lead him instead further down the hall, finally stopping in front of an unmarked door. The soldier knocked once, saying "He's here, Prelate," as he did. Then he opened the door for Sam, turned, and left down the hallway they'd just come through. Sam swallowed and entered the room, quietly closing the door behind him. The room he was in was unlike anything he'd ever seen, even before the dark lord. It seemed almost obscene to him in it's opulence. To one side of the room was a large four-poster bed, with what looked like satin sheets. The room was carpeted, that in itself a rarity, and also contained an expensive looking armchair, couch, and writing desk. There was another room attached to the main one, and from this one a voice issued.

"Please, make yourself comfortable." It was Pain's voice and his heart sped as he heard it. He tried to obey her command, and sat in the armchair, but found it much too soft for his tastes. He instead sat in the straight-backed wooden chair in front of the writing desk and looked in awe at the room around him as he awaited her arrival.

"Why am I not surprised to find you there?" Sam started violently and whipped his head around to her. She stood by the doorway to the other room, with a smirk on her pretty lips. She looked far less imposing now, the shoes were gone, replaced by dark green flats that matched the gown she wore. He was hard pressed to determine whether the gown was sleepwear or not. It had thin straps and hung to her ankles, and was made of a beautiful patterned green satin. She moved towards him and he was treated to a view of her shapely leg through the slit in the side that extended all the way to her hip.

The fact that she looked softer did not alter the power that radiated from her, however.

"Have we all been conditioned to dislike comfort?" She asked, gliding towards him. "I find that strange, considering that our fight against the humans is supposed to make us the rulers of the world. Why would rulers choose to keep themselves in barracks?"

He stood when she reached his chair, and he found it a little awkward that he should now be able to look down on her. He gathered what little courage he could from that fact. "Why did ya call me here?" he asked.

"Why so blunt, Rook Guthrie? Is it that you don't like my company, or is it that service to our lord has drilled all the pleasantries out of you?" She smiled again and moved away towards a little table with a pitcher and glasses on it.

"Answer the question."

She turned and raised an eyebrow at him. "Still no respect for your betters, I see."

She turned back to the pitcher and poured a glass of water and turned back to offer it to him. He shook his head and she shrugged and took a sip herself.

"I invited you here because, frankly, you intrigue me." She started to move back towards him. "You are a powerful mutant, and while my gift does not allow me to see into the future, I see great things for you. I'm certain you'll be made Prelate within a year."

"So?"

She pouted at his impatience. "So I wish to ally myself with you, as it were. The 'rulers of the world' are starting to become a bit petty for me, my friend. We're all stabbing each other in the back as soon as we can manage it. I have no designs on being anything more than I am. I seek only to maintain my comfort level. I do not do well in barracks.

"I am his lord's newest toy for now. I am not powerful, but my powers are unusual enough that I can provide a service to his lordship better than anyone else can, but I see the day coming when I am not so new any more. Someday I will be replaced, and I seek to prevent myself from losing everything I've gained."

"An' what do ya want from me?"

"Only your promise to use your status to keep me from being forgotten."

"An' what do Ah get?"

She smiled seductively and placed her water glass on the table. She pressed herself against him and kissed him quickly, but passionately on the lips. She broke off the kiss and Sam trailed kisses along the line of her jaw and down her neck.

"What is it you want?" She breathed into his ear.

He broke from her neck and kissed her savagely. His hands trailed down and slid the straps of the gown from her shoulders, and the silk puddled at her feet.

Sam Guthrie awoke with a start the next morning. He was in unfamiliar territory. He was so used to rough cotton sheets the silk sheets felt almost uncomfortable against his skin. He was still for a moment as he assessed his surroundings.

Pain's room was still a shrine to luxury and days gone by. It was immaculate, save for the clothes scattered haphazardly on the floor. Her room smelled like flowers and spices, due to the scented candles scattered around the room. He tried to make himself enjoy it all, one didn't get many chances now a days to just sit back and relax in such a calming environment, but he found he couldn't. He was just too conditioned. Pain was right. After living so long in a society such as Apocalypse's, pleasure and relaxation were uncomfortable.

He turned his head to look at Pain. Her back was turned to him and she huddled next to the very edge of the bed, as if trying to sleep as far away from him as possible.

He sat up quietly, stretched the muscles in his back, as they were unused to sleeping in such a soft bed, and stealthily slid out from under the covers. He found his pants, where they'd been dropped beside the bed, and his shoes were nearby, but he had to search for his shirt for a while. It had been flung behind one of the chairs.

He pulled on his clothes and stood for a moment at the foot of her bed, watching her. She was mumbling in her sleep. Her head shaking back and forth ever so slightly as one often does if caught in the grip of a nightmare. He'd seen his sister sleep like that before. Her mumbling grew louder, braking him out of his reverie. He turned and left her room, heading back towards the barracks.

"And just where the hell have you been?" Elizabeth asked him as he came into his room. She was sitting on his bed, arms crossed, and just a little larger than normal. Sam didn't spare her a glance, but crossed to the shelves next to his bed in his small room to get all the equipment he'd need for the day.

"Ah was out."

"Out where?"

"Just out. Ah don't see how it's any of yer business."

"SAMUEL ZACHARY GUTHRIE! Ah am yer sister and yer partner! We are in this together. If you show up late, we both get reprimanded and you know it."

"We won't be late... Ah'm ready to go now." He turned away from the shelf and started out the door. Elizabeth followed him.

"So you're not gonna tell me?"

Sam shook his head as he walked, still not really looking at her.

"Fine!" she said, exasperated. "But so help me, if you get me in trouble because you go sneakin' off again, there won't be anythin' left of you for a prelate to punish!"

Sam and Elizabeth were on guard duty a few weeks later. Sam yawned at the boredom of it all. Every once in a while the humans tried to break out of the pens, and that was so much more interesting than just watching. He almost wished the flatscans would try something. He glanced over at Elizabeth. She still was mad at him for not telling her where he kept going every night.

He didn't plan on telling her anything though. She disliked Pain. She used less than generous words when referring to her. If Elizabeth were to discover that the 'shameless slut who had slept her way up to prelate' was now sharing a bed with her brother there would be hell to pay.

That was when the now familiar sound of stiletto heels on concrete came to him from out in the hall.

Pain strode into the gene pen area and glanced around.

"Rook," she called out imperiously to Sam. "I was told McCoy was looking for me and that he was in here. Is this true?"

Sam nodded. "He's back that way Prelate." He pointed down the hallway behind him.

"Probably shopping for new subjects," Pain muttered to herself as she stalked by Sam in the direction he'd pointed.

Elizabeth casually moved over to Sam as Pain moved out of earshot. She had a few choice comments to share with Sam about Pain. He nodded as she spoke, but his mind was on the conversation with Pain that an observer like Elizabeth had not seen. The way her eyes had locked with his, the almost-smile that touched her features while she was so impersonally requesting information. He'd been considering staying away for a few nights to alleviate suspicion and to get his sister off his back, but now, well, it was nice to know he was wanted.

"What was it that McCoy wanted?" He asked her later that night. He was loathe to ruin a good thing like sex with a lot of idle chatter, but his curiosity got the better of him.

Her hand stilled from where it was making lazy circles on his chest. "What was that?" she asked, looking up at him. Her cheeks were still a bit flushed from their just finished exertions, and her eyes were just a bit unfocused, still not fully alert.

"What did McCoy want you for?" he repeated.

"The bastard wanted me to help keep his experiments in one piece." she growled. "He thinks that I can use my ability to heal to keep his subjects together long enough to survive on their own."

"Are you going to help him?"

"Not if I can help it. I told him he'd need a direct order from one of my superiors forcing me do it. I don't like being around him any more than I have to, I always feel like he's sizing me up, like he's trying to figure out who's genes he'd like to mix in with mine. Besides, it's not exactly pleasant for an empath to be around his little creations. I can't help but pick up on their pain. It's depressing."

He looked down at her. "You're an empath?"

She nodded and laid her head back down on his chest. "Comes in handy now and again, but sometimes it's just irritating. Especially in my line of work. Sure, you can tell if they're lying or not, but I have to wade through all their pain too."

That explained a lot of things for Sam. How she always knew what he wanted, or what he liked. How she'd known what he was thinking the first time they'd met. How she'd known the man she'd interrogated was lying.

He looked down at her again and found himself looking into her hazel eyes. "Finally putting the pieces together, eh?" She smiled faintly at him.

"Why so many secrets?" he asked her as he scooted down the bed so his face was even with hers.

"Because it's who I am now." Her eyes were a little wistful. She reached out to his face and traced her fingers across the black bar tattooed over his eyes.

He closed his eyes as she touched his face, and then leaned towards her. "Will you tell me them someday?" he asked as he began to nuzzle her neck.

"I haven't told anyone else. Why would I tell you?"

He ran his hands slowly down the length of her body in response. She shivered. "All right. I might tell you someday." She smiled and leaned her head back in pleasure as his hands explored her.

He wondered for a moment about why she would ever open up to him. He couldn't have been her first, he was hardly experienced, perhaps it was because they were fairly close in age. If Elizabeth's hypothesis's were right, perhaps she'd had to sleep with much older men.

"You're thinking about something." she said, her eyes still closed. "Stop it. You can think later." The last part came out as a silky purr, as she opened her eyes and stopped being passive.

They talked and loved late into the night. He coaxed many of her secrets out into the open that night. He learned about how her rich human father had taken her two human brothers to Europe to escape the cullings in America. He'd left her and her mother behind. He learned about how her mother had been thrown in the gene pens because she was only a weak mutant. How Pain had been discovered and trained in the arts of interrogation.

In return he'd told her of what he could remember of his family. His sisters Elizabeth, and the terrorist Paige. Sinister finding the three of them on the farm in Kentucky. As he talked he remembered other things. Little things, like the way his mother's kitchen would smell after she baked cookies, or the way his father would pick him up on his lap and show him the pictures of the baseball players in the newspaper. His parents had just disappeared one night. They'd gone into Louisville to find out about Apocalypse and had left Sam in charge. They'd never come back.

He awoke the next morning to find Pain laying in his arms, asleep. It was the first time she hadn't separated from him after they'd called it a night. It was also the first time he'd seen her asleep and not in the clutches of a nightmare.

His usual routine was to get up and leave her in the morning, but now, for some reason, he felt compelled to stay.

She stirred awake soon enough, and started when she found herself still in his arms. "What are you still doing here?"

"Thought I'd sleep in this morning." He shrugged.

She shrugged in response and made a move to get up but he held her tight. She looked at him questioningly.

"What's your name?" He asked her, looking intently into her eyes.

"Dana." She paused. "But if you call me that in public, I'll kill you."

He didn't doubt her.

*Prelate!* Sam thought excitedly. *Dana was right.* His face, however, did not belay his excitement as he strode down the halls towards Pain's room, carrying his head high and looking down on all the Rooks he passed who had just yesterday been his equals.

He knocked on Pain's door, and she opened it, a sly smirk on her face, as he entered her room.

"Now, what could you be so excited about, I wonder?" she asked as she closed the door and leaned against it.

He came closer to her, his forehead almost touching hers. "How would you feel," he paused dramatically and moved his head beside hers, so he spoke directly in her ear. "if a Prelate stayed with you tonight instead of a Rook?"

"Just as long as the Prelate is you," she answered quickly, her voice low.

He moved back to catch her knowing smile. "Congratulations are in order, I believe..." she whispered, her eyes fixed hungrily on his mouth, before touching her lips to his.

He wrapped his arms around her tightly and pulled her gently away from the door. He led her to the bed, his mouth never leaving hers until he pushed her backwards onto the sheets.

"Oh, so now you think you get to be in charge?" she asked slyly as she sat up and helped him with his shirt. She ran her nails lightly over his bare chest before pulling him down on the bed next to her without warning, flipping them so that he was under her. "I think I still outrank you, mister."

He favored her with a rare wry smile and pulled her close, seeking her lips again.

They were interrupted by a knock on her door. Dana pulled away from him, cursing, as she swept to the door and straightened her clothes.

Sam found his shirt, and was glad he did when he heard Dana greet her guest.

"Prelate Summers. It is always a pleasure. What can I do for you?" Her greeting did not sound very sincere to Sam, but apparently the Prelate found it acceptable. Alex strode into her room, and glanced at the furnishings with mild distaste. His eyes settled for a moment on Sam, who was standing at attention in the middle of the room, far enough from the bed, he hoped, as to not raise suspicion.

Alex Summers turned his back momentarily and Dana locked eyes with Sam worriedly, letting him know that Alex was up to something.

"What do you know of the mutant rebels working under Magneto, Pain?"

Dana raised her eyebrows, seemingly startled by the question. "Very little, Prelate. I normally only interrogate humans. There is Magneto, of course, the woman named Rogue..."

He turned quickly and looked sharply at her. "Do you know where they are hiding? Do you know what their plans are?"

"Neither, Prelate Summers." She looked at him questioningly.

"Hmm..." He turned away from her again and paced the length of the room. "In case you do not recognize it, I'm giving you a chance to repent your crimes. If you give me the information I need, I may let you live."

Dana looked disbelievingly at him. Sam was rooted to his place in horror. *Could she really be a spy or traitor?* he thought numbly. Truly, Prelate Scott Summers had been accused of the same less than a day before. Sam supposed there must be more like him, but Dana?

Dana interrupted his thoughts. "I suppose you are supporting this theory with some sort of twisted logic, and I'd truly love to hear it."

"You were seen in the company of the known spy Scarlett on the two days before her arrest. That is enough proof for me."

Dana snorted. "I was arranging to purchase a few items from her employer, Angel. While frowned upon, I don't believe it's enough to get me imprisoned."

"Well, I suppose we'll find out if you're telling the truth or not when McCoy wipes your mind looking for information about Magneto." Alex paused and turned towards Sam. "Guthrie, drop her off in McCoy's lab, will you?"

Sam froze. He swallowed and glanced at Dana. Her eyes were pleading with him, and for the first time in his life he felt something stirring inside him. Something that told him not to follow orders, because, just maybe, he loved her. Well, that was a strong word. Maybe 'like' was more appropriate. At any rate, he didn't want to give her up yet. Maybe the two of them could escape, and he could find some nice deserted place where they could live together for a while, if she felt the same way.

"Prelate, now!" Alex's words broke him out of his reverie, but still he hesitated to move.

What finally stirred him was the sight of his sister striding through the door and pinning Dana's arms to her sides. Elizabeth fixed him with a cutting glare. Sam hustled over to his sister and took one of Dana's arms roughly and lead her out the door. "What's wrong with you?" Elizabeth asked him.

"Nothin'." He mumbled his answer. "Just spaced out for a little, that's all."

He tried to ignore Dana. It wasn't that hard, actually. Her normally commanding presence had receded, and she did nothing to draw attention to herself. She just let herself be dragged to her fate.

They left her with McCoy. She didn't even flinch as he touched her, she just looked at Sam with sad eyes until he finally turned away and left, not able to stand her gaze.

Everything was falling apart. The bombs were going to fall, the world was going to come to an end. Sam and Elizabeth had been assigned the hopeless job of keeping the flatscans in the genepens. By the time they'd gotten down to the lab level the humans had already rushed the walls and were running for the exits. It would be like trying to stop a storm front from passing overhead. They tried gallantly though, Elizabeth, as always, putting duty first.

She put duty first, 'till the last. They were swiftly overcome. Despite even Sam's blast shield. They were caught and beaten to death as the humans ran to short-lived freedom. The bombs were on their way.

Fate worked in strange ways. For some reason, Samuel Guthrie had been blessed with another chance. He woke up. All of the fatal wounds he'd received had healed themselves, although some of the superficial cuts had still not healed. His mind couldn't quite grasp the concept, but he knew that Elizabeth, beside him, would not wake up, and he didn't want to see her like this. He pushed himself to his feet, and for the first time since he'd been torn from his mother as a child he wept. The big tears left clean tracks in the accumulated grime on his cheeks.

He'd messed up somehow. He knew this for a certainty now. For most of his adult life he'd been told what to do, and know he felt that all those commands had done nothing but take his soul from him. He felt possessed to make amends in his last few minutes. He needed forgiveness, and there was only one person he could think of that could possibly forgive him.

He sprinted down the hall towards McCoy's lab, stumbling along the way in his haste. The door was locked, and he wasted no time in breaking it down. McCoy was nowhere to be seen. He glanced frantically about the room.

"Dana!" He called breathlessly as he searched. "Where are ya?"

"Sam?" Her voice was weak, but he heard it, and raced towards it, finally skidding to a halt in front of her chained, beaten body.

"You bastard." She said venomously, her eyes sparkling with anger despite her pain.

He fell to his knees as he approached her . "Oh, Dana, Ah'm sorry," he mumbled as he came close. "Ah never meant for this... Please forgive me... Ah think... Ah think Ah love ya."

"You love me!?" she rasped. "You left me here with McCoy to die. You went back on our deal!"

"Ah couldn't help it... With Elizabeth there... She's dead now... The bombs are fallin', Dana... We can't get out in time... Ah don't want us to die alone. Please... Ah should have told ya before... Ah need you..."

"You're hurt," she said as she touched his face and healed him, though her face remained impassive. She pressed her lips together. "I don't suppose it'll do me any good to kill you any of the ways I'd planned, and holding a grudge for a few minutes wouldn't really do me any good." She touched his forehead again. "I can feel what you're feeling. If I didn't have the gift of empathy, I'd castrate you."

He pulled her close and pressed his cheek to hers.

"I forgive you." She pulled away and looked him carefully in the eyes. "How long do we have?" she said softly.

"Not long. The bombs are fallin' and..."

"Your blast shield isn't strong enough to withstand it?"

He shook his head. "Ah don't think so, and Ah don't think Ah can fly us out of range in time."

She swallowed and nodded. "I think I love you too," she said quietly.

He smiled sadly and brushed her hair from his face with his hands, and then pressed his lips to hers.

In the end, his shield proved woefully inadequate.