Author's Note: Hello readers (: First X-men fic that I'm actually half-way proud of. I have written a majority of the series, and it's already been submitted to my deviantArt account. Total, I'm expecting 15 chapters on this.I just took the liberty of submitting it here as well, so the general, public could read it as well. Please take note this is virtually the first X-men fic I've attempted...so try not to come down too terribly hard 3 This is also COMPLETELY movie-verse. I have not read the comics (although I do know some bits about them), and I haven't watched the cartoons in ages. I've seen all three movies at this point, but majority of the fic was written before I saw The Last Stand.

Summary: My initial take on what X3: The Last Stand would be like. Centered around Scott, Logan,and Storm's grief for Jean...they quickly learn that Jean has grown far stronger than ever imagined.. Magneto is drawn to Jean's sudden growth in power, and is also alarmed by the human's decision to create the "cure"...

Rating: Between T-M. There is a fair amount of language, semi-frequent mildadult-type-themes, and violence.

Main Characters (most main to lesser): Scott Summers, Jean Grey/Phoenix, Logan (Wolverine), Ororo (Storm), Magneto, Xavier, Rogue, Bobby and more in later chapters

Pairings: major Scott/Jean, minor Scott/Ororo, minor Logan/Ororo, moderate Logan/Jean, moderate Rogue/Bobby, and more in later chapters


Chapter 1 -- A Change of Opinion

As his eyes flickered open, one of the first things he realized was the insignificant fact that his lips were dry. He bit them together and then ran his tongue over the thin, cracked skin. He then looked down at his hands, and then back at the door from his half-way sitting up position on the bed he'd once shared with the only woman he'd committed his life to. The sudden thought of her made him sink into the sanctuary of his mind, throwing him out of reality, but a soft knock on the door dragged him back into the afternoon of the real world. He reluctantly looked towards the door, and as if he hadn't spoken in a long while, he rasped, "It's open."

Outside, Ororo nodded to herself slightly and then reached for the door. It clicked as she turned the knob, and then she pushed the large door inward as she came into Scott's line of view. He arched an eyebrow as if to ask why she'd come.

"Scott," she began gingerly, "the professor is requesting to speak with all of us."

"Ah," he nodded, reluctantly pushing himself off the bed at the same time. As he found his balance, he placed his hands on his sides and waited for any further explanation.

"I'd appreciate if you'd come…you have hardly spoken at all in the past several months…"

Scott sighed angrily, and then rubbed his forehead, feeling a headache coming on.

"Would you at least escort me back?" Ororo compromised. "Please?"

Scott looked up and then nodded, slowly striding blindly over to her side. He then flashed a hint of a smile of reassurance as he held out his arm. Ororo lit up noticeably at his actions, and then she cautiously curled her arm around his. He then led her out of the room that was teeming with darkness and depression and down the hall.

"Scott, we're all worried about you," Ororo finally said after the two had been wandering aimlessly through the hall, arm in arm, in silence.

"No reason to be," he said, not bothering to catch her glance, just looking forward in an unconcerned manner.

Ororo paused, trying to piece her words into legit phrases. "She was my best friend," she finally managed to blurt out. "The first one who showed any friendliness," she added more calmly. She felt somewhat hesitant to address the subject of Jean anymore than absolutely necessary, but at this point she was desperate to get Scott to accept her death and move on with his life.

He sighed as if an immense burden had forced his breath out. "I can relate…" he said quietly. "…because our meeting was the result of a horrible accident."

Ororo looked up at him with curious eyes. But when Scott caught her gaze, she looked away in a flash, feeling incredibly flustered and embarrassed for some reason. She then pretended to be interested something other than him; she then realized that silence had numbed their ears again, and she continued, "May I ask what happened?"

"When we were still in school…" he replied, swallowing his pride, "or rather when I was still pretty new around the Institute, I was always the quiet kid. So obviously I was the target of what few bullies we had then."

"Oh, Scott," Ororo whispered, already feeling sorry for him.

"Some kid acted like a smart-ass when I was ignoring him, so he took my glasses during the middle of class," he paused gravely, "I didn't even realize what I'd done until it was too late." He fell silent as violent images of the day replayed before his eyes. "I knew I'd hit someone, but the damage I didn't know. I just backed off into the corner, eyes closed, and fearful," he finished slowly.

Storm looked down and bit her lip. She knew that Scott hated lacking the protective vision devices more than anything. She had seen more than once how much pain Scott's easily accessed vulnerability had caused.

"The class shut up instantly, because no one had seen anything quiet like me," he breathed, "and I could tell by they distant shifting that they'd all backed off…"

"Scott…that's horrible…"

"…I'd killed the girl that sat in front of me."

Ororo's lips parted as if to object that it was his fault, but he cut her off before she even began.

"I was alone, in the back of the classroom, having to stay with my own damn eyes closed so I didn't do any further damage, I was terrified. I was a teenager...should of handled it better, but I felt like a damn trapped animal."

Silence echoed eerily between them as they neared the den of the mansion.

"Then I felt a hand on my shoulder," he paused, and a flicker of a smile crossed his lips. "It was Jean…she was the only one to accept me, at that point in time anyway."

Ororo smiled innocently, and then whispered in continuation, "…and as time passed, it was inevitable the two would fall in love." Her face suddenly fell as she added hollowly under her breath, "Fate just had to rip it away…"

Scott said nothing. He then withdrew from her arm suddenly and motion to the den. "Well, here we are," he sighed.

Ororo's eyes flashed to the room where their comrades were waiting patiently, and then back to Scott. He didn't bother to even glance at the mutants within the room, for he didn't want to have to suffer through another idiotic speech from Xavier. But after no further response from Scott, Charles wheeled forward a few feet and then cleared his throat.

"Scott, I feel that what I have to say pertains greatly to you," he began.

"I'd rather not be here, Professor. Truth be told, I was just walking Ororo back because I'm fairly sure she'd of somehow summoned a rain cloud to follow me for the remainder of the day if I didn't," he replied simply.

"Scott--"

"Don't," he barked suddenly. He then turned on his heel sharply and began down the hall at an incredibly quickened pace.

Charles sighed in a defeated manner and then backed to his former placement. He then shifted slightly in his seat as he contemplated the best way to express his speech in the least upsetting way…

"What the hell is up his ass?" Logan suddenly broke the icy silence of the room as he arched an eyebrow at Scott's sudden exit.

"He's yet to accept Jean's death," Ororo replied simply as she glanced quickly around the room, and sliding soundlessly into a free leather coated chair.

Charles glanced at Ororo and then asked calmly, "Is he really that tense still, Storm?"

She nodded as she replied, "Yes, although we did hold a relatively normal conversation as we walked down the hall. So at least he's feeling well enough to speak again… But at one point I thought he was going to break down in the middle of the hall, although he didn't." She sighed and then looked down at her hands, which were resting on the arms of the seat, and then replied honestly, "He seemed like his regular self, for the most part."

She knew it was a lie though; Jean had been a huge part of Scott, and with her gone it was much like the emotion had been ripped away from the man.

Charles sighed and blinked slowly, taking in what new information he'd just been given. "Well at least it's progress. But we need to get Scott to move onward in life…for we cannot function as a whole without him."

Scott tore through the halls with a blind anger at his heels. He thought he'd been aimlessly traveling down the lonesome halls, but unfortunately he was wrong. His shuffling steps and veering turns nearly caused him to crash into several of the corners on more than one occasion, but he managed to not beat himself up too much as he subconsciously neared the one place he needed to be at that very moment… The man came to an abrupt stop at a large window located just outside of the one room in the entire mansion that held so many memories of his. He threw his palms against the edge of the windowsill, causing it to create indentions on his hands and he strained his knuckles, which caused the skin to turn white. He let his head hang low for quite some time before he looked up to see the whitened skin on his knuckles, and then he loosened his desperate, clinging grip on the wood. His gaze rose even further, this time to the dying afternoon sun which dyed him a lovely deepened tan color.

As he stared out the window, an air of uncertainty began to overwhelm him. Images flashed before his eyes; days and nights when he and Jean had been standing in that very spot, either talking, kissing, or just even standing in the silence, enjoying the company of the other.

Then a final flash; water...the lake, and a faint scream.

It nearly killed Scott.

"I have to get out of here…" he breathed, raking a hand through his hair as he turned around. But he nearly jumped out of his skin when Ororo was standing behind him, again.

"Then get dressed, and I'll take you out tonight," she said firmly as she put her hands on her hips.

Scott drew back, leaning against the windowsill again, this time with his back. "You…were rather prepared for this.." he said slowly, trying to shove the startled-ness aside.

"Just go. You need to loosen up, and I'm tired of seeing you like this," she gave a comforting smile. "Go!" she pushed him to his room and then turned down the hall again, disappearing into the newly forming shadows.

Scott made sure Ororo caught his skeptical glare before he was forced into his room. "What the hell is she thinking…?" he asked himself as he picked through the closet, trying to find a nicer, less rumpled shirt to wear.

Mere minutes later Scott met Ororo down in the garage. She was standing by her own car, keys in hand, with a jacket folded over her arms. Scott then really noticed she was dressed slightly nicer than usual, and he raised an eyebrow in suspicion.

"What exactly are you thinking, Storm?" he questioned, having his own lurking fears about where this was going.

"Scott, don't worry," she gave a smile that was full of laughter. "There's no one that could replace Jean."

He sighed, feeling one less fear weighing him down. He then glanced longingly towards his own slick blue car, and just as Ororo caught this stare she objected, "No way. I'm driving." She then didn't hesitate to unlock the doors and shove the keys into ignition, firing the car on. Scott rolled his eyes slightly and then sighed, thinking maybe it was time to loosen up…even if it was just a little bit.

A short drive down the hidden back roads in the final rays of light lead the pair to a seemingly abandoned bar in the middle of no where. Scott, again, threw a wary look to Storm, but she gave him a much deserved "get-real" look.

Ororo then titled her head towards Scott slightly as she shifted the keys to cut the power on the car, and then she muttered, "Hey. I go here pretty often, so that pretty much says that it's at least tolerate-able, and don't even try to pull the 'I don't drink' crap. I've seen you." she ended the last sentence with a smirk as she stepped out of the low-lying car.

Scott gave a chuckle as he too lifted himself out of the sleekness of the car, and then he advanced to Ororo's side as she entered the bar. As soon as the two entered, the uninviting smell of wafting smoke seemed to be attracted to the two newcomers. Not only did the smoke burn pleasantly in their lungs, but it created an atmospheric haze around the few lights in the bar. Upon nearing the counter, the familiar scent of alcohol caressed their senses. Scott's eyes diverted towards the counter as he took his seat and folded his arms over the hard surface. He sighed in a somewhat self-accusational way as he hunched his shoulders slightly. Storm fell into place beside him, and she draped her black coat over her shoulders upon entering. She then ordered a glass of liquor for herself, and Scott chimed in ordering a beer.

The two sat in silence at the farthest edge of the bar for the longest time. Scott was almost beginning to believe that he'd come alone, and Storm thought that Scott had died because of the silence. She then laughed to herself at the thought of Scott drinking himself to death in one night.

Yet by the time she'd finished two glasses, Scott had inhaled nearly twice as much alcohol as her. She reached out for his shoulder with slight hesitation as he took another swig.

"You okay?" she asked quietly, seeing he was still rather tense.

"I'm…I'm fine," he stammered. Scott then glanced briefly as Ororo, and cursed to himself as he saw her concern. "Really…I'm fine," he confirmed.

She nodded and then turned away from him. She noticed Scott order yet another mug, and she rolled her eyes as she beat Scott to pay for it. She sighed regretfully and then murmured, "We're heading out after this…it's been almost two hours." With her last sentence she drew in a small gasp of surprise, for she couldn't see how they'd of burned two hours just by sitting in silence at a bar. Apparently it was possible.

"I've got to drive him home…" she whispered to herself, burying her face in her hands. She then looked at the empty wine glass before her, and she tipped it back and forth boorishly as she listened to Scott down his drink to the left of her. "God only knows what I've done…" she breathed as she placed a few small bills in the glass jar before them. She then quickly surveyed Scott, finding that he looked very sober for having five drinks. Although that was another story when she rose from her chair and headed for the exit.

Scott rose a little too quickly and nearly fell, and he would of if not for the bar itself, which he managed to grab a hold of before loosing his balance.

"Come on, you," Ororo teased slightly, pulling one of Scott's arms around her shoulders while she held onto this hand with one of her own, and the other was around his middle. He began to object, but she simply gave him a smirking stare, and he backed down.

His steps were faulting and uneven, which proved to Ororo that he was in fact, not exactly sober, as she had falsely hoped. She made it out the door with Scott, who still remained fairly quiet, but when they made their way through the gravel-covered parking lot, he slowed their pace. She looked up with slight curiosity, although she didn't mind shortening her strides.

"Thanks," he finally said.

"We needed it, especially you," Ororo replied. "I just hope you'll be alright come morning…"

"I'll be fine…hopefully.." Scott said uncertainly. He then chuckled to himself as he found it hard to remember the last time he'd even had enough liquor to make him drunk.

"Let's just hope you have a good rest tonight…and that you haven't got anything coming up tomorrow," she laughed, because she knew she was now teasing him. Surely he hadn't had enough to push him into a hangover, but you'd never know with Scott.

The two made it to the car, and Storm punched the gas and the car blasted down the moonlit roads with ease. She fiddled with the radio for a few moments, and then the two agreed upon a station that was playing a rock song neither had heard prior to that moment. It wasn't a bad song, they both thought in unison.

"…don't tell anyone… No you'll be just another regret…I hope that you can keep that…my dirty little secret…"

Scott chuckled and then put a hand to his mouth as he stared out the window. "Funny," he mumbled to himself, thinking of one of the numerous times he and Jean had kissed beneath the moon. Ororo on the other hand raised an eyebrow and smirked to herself as she listened to the remainder of the song. By the end of it, the two had listened to it in silence, and Scott had half-heartedly hummed along with the guitars before Storm cut the engine and forced herself out of the driver's seat. They slammed the doors, unknowing of what time it was, and Ororo winced as she read her watch to be nearing the hour of one, on this new Saturday morning.

"Hopefully no one was asleep yet," she laughed, raising her eyebrows. Scott smirked and then for the first time in too many months, Ororo realized he'd attempted to move on. Whether or not it was because of the liquor...now that was a different story. She strode slowly to the door to enter the school, and Scott followed clumsily behind her.

Surprisingly, when she'd opened the door leading into the hall from the garage, the majority of the lights were turned off. No one liked to sleep on the weekends, or so it seemed recently.

"Well that's weird…for a Friday night no less…" Scott spoke exactly what Ororo was thinking. The two then navigated in the dimly lit halls until they'd reached Ororo's room, and then she paused outside the door.

"Thanks for coming…" she whispered, "I'm glad you're feeling better." She smiled up at him, and then she shifted her weight from one foot to the other as she waited for a response.

"No…thank you. I needed you," he breathed, taking a small step forward.

A chill suddenly ran down Ororo's back as she became aware of the fact that she couldn't see through Scott's dark lenses. Her own eyes shifted nervously from where she thought his eyes would be behind the glasses, and then she realized just how close they were.

"Scott --" she whispered.

He kissed the corner of her mouth with a gentle hesitation. Her eyes lowered and she looked to him through the corners of them. She then swallowed with doubt consuming her. He pushed further her by teasing with the edges of her lips, and she felt numb, unable to move away, unable to tell him to stop. Whether or not it was by her will or not was undeterminable at this point. Her lips quivered slightly in response, and then she caught wind of his breath, which alone was enough to intoxicate her.

Her eyes fluttered closed, and she shifted so that her nose brushed his cheek as she returned the kiss. Her eyes opened for a brief second between kisses, and she drew in a startled breath when she brushed his glasses.

"Scott…please...don't…" she breathed, drawing away barely. His hand then found the small of her back, and he barely traced it before she arched up, deepening their erotic kiss. Her mind was screaming, 'Your heart is with Jean..." but unfortunately she was not a telepath like her.

She then knocked against the door unexpectedly, and she pulled one hand away as she used it to blindly reach for the door knob. She shifted suddenly as the door eased open, and then she broke away from his lips, but not from his hold as she turned to stare into the interior of the room. Her eyes gazed uncertainly over her bedroom, and tears rose in her eyes as she choked beneath her breath, "Forgive me now, Jean…" seeing as Scott hadn't left yet. "But I see why you love him so much…" she added beneath her breath.