When the Galactic Council transforms Earth into a maximum-security penal colony for hundreds of extraterrestrial criminals, Rogue absorbs the attributes of Z'Cann; a mutant, telepathic Skrull who had joined Cadre K, Xavier's Skrull equivalent to the X-Men. Z'Cann purposely touches Rogue to activate the mutant's abilities as the two evade bounty hunters. Z'Cann uses her telepathy to amplify Rogue's capacity to assimilate memories, causing her powers to mutate. Henceforth, Rogue is able to "recall" previously absorbed powers, but also finds it increasingly difficult to control which powers manifest when, typically possessing Wolverine's healing factor and claws, and Cyclops' optic blasts along with her usual strength.