AN: I don't own anyone or anything portrayed here. You can blame Eternity's Voice for this. She gave me the idea.

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Caldecott, Mississippi. What a place for a layover. Barely a speck on the map and someone had to build an airport here. Major Carol Danvers looked around with thinly veiled disgust as she left the airport. *Four hours between planes and I'm stuck here in East Bumfuck with nothing to do. On a Friday night, no less. Damn Fury anyway. I could have been in L.A. by now if he would just let me fly. *

The 23 yr old blonde angrily pushed a stray hair out of her face and watched the lack of scenery go by as she sat in the back of a cab headed into town. Insubordination or no, she was going to have a long talk with her superior once she got to California. She didn't understand this whole business about having to keep mutants under cover. She was one of the best agents SHIELD had, she worked on the side of the good guys and used her powers to help others; why shouldn't she be proud of her abilities? But no, even though she could have been in L.A. by now if she'd flown on her own, she was stuck taking a commercial flight from Miami and now had to stay here in the middle of southern nowhere until her next flight. Well, she certainly had plenty of time; maybe she could see what she could find for fun.

"Hey driver, what do you have for clubs around here?"

"Well just one to speak of, over on the other side of town. One of them techno clubs that the younger folk like to go to. Want me to take you there?

"Sure. Sounds better than nothing."

Carol figured she'd sit back, have a few drinks, do some dancing and have a look at the local scenery. If she was lucky maybe she'd find some company. Having super strength, invulnerability and the ability to fly, she discovered a few years ago that men tended to be intimidated by her. There was nothing masculine about her appearance; she was a very feminine and well-shaped woman, but for some reason the guys tended to feel inferior around her so she didn't get many dates. Then she discovered that the girls didn't seem to have that problem. She still enjoyed the company of men; but she had learned to appreciate a woman's touch as well and has had several satisfying relationships over the years.

*I always did want to try a southern belle *

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The club was crowded, but not unbearably so. Carol went up to the bar and ordered herself a beer, then sat on a stool to watch the dancing. The dancers were young, late teens and up, and she enjoyed watching them move to the fast-paced beat of the music. Towards the back of the club were a couple of couches that people could relax on, and beyond them a doorway leading out onto a balcony. Outside on the balcony she could make out a solitary figure leaning against the railing, and decided to check it out.

As she walked up to the doorway she could see that the figure was a young woman, no older than 16 or 17. And she was beautiful. Carol didn't normally go for the Goth look but on this girl it worked. Long, slender legs disappeared under a short black leather skirt; a green gauze shirt teased the viewer with a view of the flesh underneath, with firm breasts covered by a black tank top. Her sweetly curved face was framed by auburn hair with white bangs; the unusual combination just helped draw attention to that face, and the gorgeous green eyes set within it. Looking into those eyes she was lost. They held so much life, but a sadness and otherworldly quality at the same time; like someone who stands on the sidelines of life but hasn't been touched by it yet. She just had to talk to this girl.

She came up and leaned on the railing nearby where the girl was standing. "Too crowded in there for you?"

The girl looked over at her like she had just noticed her. "A little. I don't dance much. I'd rather watch."

Carol smiled a little. Such a sweet accent she had. She could listen to this girl talk all day. "Nice night out, isn't it?"

"Yeah, it is. Are you new in town? I don't remember seeing you before."

"I'm just visiting. I'm on my way to L.A. and ended up having to wait here for my next plane."

"Heh, sorry to hear that." The girl smirked at her. "Not too much to do here."

Carol laughed a little. "It didn't look like there was." She extended her hand to the girl. "My name's Carol."

"I'm Rogue." She extended a black-gloved hand and shook Carol's. "Nice to meet you. Sorry you had to get stuck here."

"It's okay. It's only for a few hours. I think I'll survive. Rogue, eh? That's an unusual name."

Rogue gave a little smirk. "Well my guardian Irene says I'm an unusual girl."

"Well I like unusual people. Can I buy you a drink?"

"I dunno. I am underage."

"How old are you?"

"I'm 17."

"Don't worry about it. I'll take care of it. What do you want?"

"Um, I'll have a beer."

"Good. I'll be right back."

Carol came back a few minutes later with the drink and the two young women chatted for a while. When Carol mentioned she was going to L.A. Rogue said she had never been there so Carol told her as much as she could about the city. Carol was truly enjoying herself; Rogue was intelligent, friendly without being overbearing, and had a sarcastic sense of humor. It was a shame she was only going to be here for a few hours..................

Carol straightened up from the railing. "It's starting to get a little cool out here. Do you want to go inside and sit down?"

"Sure. That sounds good."

Carol got Rogue a second beer and they sat together on one of the couches in the back of the club. They talked awhile longer until Rogue had finished her drink, then Carol started looking over at the dancers.

"Hey, do you want to dance? I like this song."

"Um, sure. I'm not used to dancing much though."

"Why's that?"

"Well I have a skin condition and Irene says I have to be careful."

"Oh. I was wondering why you wore gloves. It should be okay though; you're pretty well covered.

"Alright, I'll dance then."

Carol grabbed her hand and pulled her up into the crowd. She didn't have to use the excuse of the other dancers as a reason to be near Rogue as the lack of space pretty much demanded they dance close together. She let her hands and hips brush up against Rogue a few times, just to see what the girl's reaction would be. Getting none, she allowed herself the pleasure of touching her occasionally as they danced.

Rogue was torn. She was getting to really like Carol; the young woman was like a breath of fresh air in this dull and sleepy town. And what she felt when Carol touched her, even accidentally as it was; she had never felt like this before. Was it just the fact of being touched at all? Rogue knew that her guardian loved her, but due to her skin condition Irene only gave her the most infrequent of hugs, and those always carefully. She knew it was out of concern for her health, but lack of physical contact over the years had left Rogue feeling bereft and lonely. She didn't think it was just that though. She had had casual brushes from strangers before, but nothing had made her feel the way she was feeling now with Carol. It was like butterflies were mating in her stomach.

Rogue was no stranger to same sex affection. Irene's partner, Raven, was an infrequent part of their lives, away on constant business trips, but Rogue could see the love they had for each other. She had never thought she would end up feeling like this about another girl herself though. Thinking about it though, she decided the idea didn't bother her. How could she find out how Carol felt though without causing an awkward situation, was the question. What if she didn't feel the same way?

Carol was thinking similar thoughts. Rogue was such a lovely young woman and she wanted to spend some time alone with her; but these small Southern towns were notoriously conservative. How could she bring up the topic without possibly freaking the girl out?

The song ended and Carol gave Rogue a brief half-hug. The younger woman didn't seem to flinch and even returned it. Encouraged, Carol decided to give it a shot.

"It's so hot and noisy in here, is there anyplace a little quieter where we can chat?"

Rogue seemed to think for a minute. "Yeah, there's a room upstairs that they keep for poker on the weekends. I'll show you." The two women grabbed their drinks and headed upstairs, no one else noticing them with all the music and conversation going on.

The room upstairs was somewhat smaller than the downstairs, occupied by two poker tables, a couch and small bar off to the side. Despite still being able to hear the pounding music downstairs, the noise level was reduced to such that they could have a conversation without shouting. Rogue and Carol both sat on the couch and fell back into the easy level of conversation they had had downstairs. Carol talked about her family and some of the places she visited as part of her work (she used her usual cover of an Air Force pilot. It wasn't completely a lie; she did fly, after all). Rogue talked about growing up in the South and her desire to travel someday. As with most young women when they get together, the talk eventually turned to that of men.

"Seventeen and you've never had a boyfriend? I find that hard to believe Rogue, you're a beautiful girl."

"Most of the guys around here are the same; a bunch of dumb jocks that don't interest me at all. Besides, who would want a girl with a skin condition?"

"Do you know much about this condition?"

"Not really. Irene never wanted to talk about it. She just says that I need to keep covered and be careful about touching people."

"You brushed up against some people earlier, and didn't seem to be harmed by it. Do you mind if I touch you, Rogue?"

"N....no......go ahead."

Carol brought her hand up and laid it gently against Rogue's cheek. "Does this hurt, or bother you in any way?"

Rogue was blushing from the feel of Carol's hand against her skin. "No, it doesn't hurt at all."

"Interesting. I think you should try to find out some more about this condition of yours." She looked at Rogue's pink cheeks and smiled. "Rogue, you're blushing."

"I know, I guess I'm just not used to people touching me."

Carol stroked her thumb lightly across Rogue's cheekbone and the girl shivered. "Have you ever been kissed Rogue?"

"No." Her voice came out in a whisper. She couldn't tear herself away from the gentle, affectionate look in Carol's eyes. She was so beautiful. Was this really happening?

Carol's voice softened. "Let me show you what you've been missing, girl. I won't hurt you, I promise." And carefully she leaned over and brushed her mouth softly against Rogue's. "Are you okay?"

"Yes."

"Do you want me to do that again?"

Rogue bit, her lip, her heart racing. "Yes."

Carol smiled and kissed Rogue again, a little more firmly this time, but going slow as to not scare the girl. Such a sweet mouth, and to think this was the girl's first kiss; no one else had touched her like this before. Rogue made a tiny noise in the back of her throat and moved closer; Carol took her in her arms in a gentle embrace, deepening the kiss.

The first brush of Carol's tongue against her lips startled Rogue and she gasped a little. Carol used the opportunity to slide her tongue slowly into Rogue's mouth and taste her fully for the first time. The two young women kissed for several long minutes, Rogue's body thrilling with an excitement she had never felt before. Eventually they broke the kiss and separated a little, not leaving each other's arms completely.

"Rogue, I'm only here for a couple of more hours, but I want to do something for you before I go. It's just not right that someone as sweet as you should go without ever having felt what it is to be loved. I want to show you how to feel. Will you let me do that for you?"

Rogue was speechless, but was able to give a nod of confirmation.

Carol smiled. "I promise, you'll feel like a brand new woman."

After another slow, passionate kiss, Carol moved her mouth to trail over Rogue's jaw and down into the hollow of her throat, her tongue tracing over the soft skin there. At the same time her hands were stroking the girl's sides gently, moving up and down in a slow rhythm, gradually approaching her breasts. When they brushed against the undersides of her breasts Rogue gasped, her nipples hardening underneath her shirt. Carol slipped her hands up under Rogue's top and lifted it up, revealing the creamy skin of her chest. Not too big, not too small; just right, Carol thought, and lowered her face to tease the nipples with her tongue. The other girl was finding it hard to breathe and ran her hands through Carol's hair, a growing dampness between her legs startling her.

After tormenting Rogue's breasts for a while with her mouth, she slid off the couch and knelt in front of her. Resting her hands on the girl's thighs, she whispered, "Do you trust me, Rogue?"

Too overcome with desire to speak, she merely nodded, feeling in a daze from the excited hormones. Carol smirked a little and slipped her hands up Rogue's skirt, bringing her stockings and panties down with it. Pushing the skirt up around her waist, she spread Rogue's legs gently and laid a kiss on top of her sex. She smiled as the girl shivered and whimpered softly. Nuzzling her face in a little further, she proceeded to make love to her with her mouth and tongue, reducing her to a quivering mass of nerves. Rogue thought her legs had turned to jelly. She had never *felt * like this in her life. Her first orgasm ripped through her like a knife and she cried out, clamping her thighs around Carol's head.

But on top of the pleasure something else was starting to happen. A new energy was starting to enter her; foreign thoughts and memories invaded her mind, a new strength like she couldn't believe poured through her body. Something like electricity sparked her skin and, caught in a state of shock, she could only hang on as Carol gasped and started to struggle between her legs.

Something was wrong. She felt like her soul was being sucked out through her mind. Trapped in Rogue's grasp, she made a vain attempt to free herself, feeling weaker and weaker by the second. What the hell was going on? She was just having one of the sweetest sexual experiences she'd had in a long time just a minute ago, and now....... A scream of fear and pain ripped through her mind as she felt the last bit of herself go.............................

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The girl on the couch straightened her clothing and stood up, her mind in a fog. There was a young woman lying on the floor, eyes strangely blank, a look of shock on her face. She felt for a moment like she should know who it was, but the feeling left and she was caught in the fog again. At the moment she wasn't quite sure she even knew who SHE was.

Bits of memory floated through her mind, and she caught a few, turning them over to examine them for any clue of who she was and what was going on. After a few minutes though it came back to her and she laughed a little to herself, feeling silly at having forgotten.

She was Rogue. Rogue Danvers.

And she had a meeting in L.A. with that damned Nick Fury.

Not bothering to spare a glance for the body on the floor, she opened the window and flew out into the night.

The hell with Fury. He could yell at her later. She wasn't about to spend a minute longer in this hick town.

~Fin~

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I've had a few plot bunnies in my head that I've needed to get out before I could make any updates on my other story. (Damned Ish and her crack anyway). This was just an idea I had to get out of my head. I have no plans to take it any further.