A/N: I wrote this fic a while ago in response to a request made on the Fic on Demand LJ community for a story about how Beast might be introduced in the third movie. So this is set after X2, but it is AU in respect to the third movie.


The halls of Xavier's School for the Gifted were dark, a little too dark, even for this time of night. The storm raging outside had temporarily knocked the power out, drenching the school in complete darkness. This meant that the clandestine figure slowly making his way towards the building had very little to hamper his approach. He did not go entirely unnoticed though. From her window, Rogue had been watching the storm, and as soon as she saw someone creeping through the grounds, her heart lept into her throat. The brief flash of lightening had only offered her a glimpse, but Logan was due back any day…it had to be him!

Without a moment's hesitation, she quickly grabbed a flashlight and darted out of her room. She knew that racing through the pitch black halls during a power outage probably wasn't the wisest course of action. In a school full of mutants, it didn't pay to accidentally startle someone…the results could be deadly. But Logan had been gone for weeks, and she missed him desperately.

When she finally reached the lobby of the building (managing, by some streak of luck, to not run into anyone along the way) she was certain she heard a startled gasp even though she did not see anyone else there.

"Logan…Logan…is that you?" she asked, sweeping her flashlight around the room.

Her search came up empty though, and she was just about to turn and go back to her room, when she felt a drop of water splash against the top of her head. Looking up, she let out a startled shriek at the hulking person…creature…that was clinging to one of the ceiling beams above her.

With surprising agility, the creature lept down from his perch, landing silently in front of her. "Please don't be afraid…I mean you no harm. I'm here to see Charles Xavier."

After getting over the initial shock of having a big, blue man leap down from the ceiling at her in the middle of the night, Rogue calmed down rather quickly. After all, he could have attacked her at any time if he had wanted. So she decided to go the friendly route, giving him a warm smile and asking, "What's your name, sugar?"

"Once upon a time…before…before this," he said, looking sadly down at his mutated body, "I was known as Hank McCoy. But most people simply refer to me as the 'Beast' nowadays."

"Well, Hank," she said with a grin, "some people know me as Rogue, but you can call me Marie."

Hank smiled at her friendly nature. "It's a pleasure to meet you, Marie," he said, reaching out to shake her hand.

"No!" Rogue exclaimed with a start, quickly backing away from him.

"Oh…I'm very sorry! I…I shouldn't have assumed. I know I appear rather frightening," Hank replied in a forlorn tone.

Seeing his crestfallen look, Rogue quickly tried to explain. "Oh, hon…it's not that! There's nothing wrong with you…it's me that's the problem. See, I haven't quite learned how to control my powers yet, and people…they get hurt pretty bad when they touch my skin. Even big tough guys like you. I just didn't want to see you get hurt is all."

"Here…hold on a sec," she said, pulling out a pair of gloves from her pocket and quickly putting them on. "Let's try this again. Hi…I'm Marie," she said, holding out her fabric-encased hand.

"I'm…Hank," he said with a smile, taking her small hand into his own. "And again…it's a pleasure to meet you."

"You're not scared I'll zap ya?" she said with a wink.

"I'm sure I'll somehow manage to contain my terror," he said wryly. "Although, I will admit, your powers seem like quite the burden."

"You don't know the half of it," Rogue said with a sigh. "I mean, no offense, but I'm sure people get scared of you all the time. You've got the tall, blue and terrifying look down rather well. But once people get to know you, I bet they see that you're a decent guy, and they stop being scared. But with me, it's the other way around. I look like a normal person…who'd be scared of little ol' me? But then people get to know me, and they realize how quickly I could kill them just by touching them, and they start to give me those look, ya know? Like they're never entirely comfortable around me. They flinch when I go by…some people won't even sit next to me in class. Logan…the guy I was looking for…he's about the only person who will actually touch me…you know…really touch me…and that's because he's got this crazy healing factor. It can get very lonely."

Rogue paused for a moment and then looked up at Hank with a sheepish grin. "Sorry 'bout that…I'm sure you don't want to hear me rambling about my problems when you've got plenty of your own."

"There is no need to apologize, my dear. It is always nice to find another kindred spirit. We're not so different, you and I." Hank gave her a tender smile, lightly brushing away a tear as it slipped down Rogue's cheek.

Rogue gasped…she was not used to people willingly touching her these days. It was just a brief touch, only enough to give her a glimpse of his surface emotions, but she felt nothing but warmth and friendship emanating from the gentle man in front of her. She squeezed his hand and gave him a brilliant smile, not quite knowing how to put into words how much his kindness meant to her.

Suddenly, the power in the building came back on, causing the entranceway they were in to be bathed in bright light.

"I guess they finally got the back-up generators online," Rogue said.

"It appears so," Hank replied.

"Well, now that we can actually see where we're going, ya want me to show you where Professor Xavier's office is?" Rogue asked.

"I would most appreciate that," Hank said with a smile, choosing to keep secret the fact that he had actually attended this school in his younger years.

It would do no harm spending a few more moments with his new friend.