Many of the mansion rooms were buzzing with activity as all the older students went around preparing for their annual prom. Kitty and Rogue run down a corridor towards their rooms which had an adjoining bathroom and shot inside, giggling as they did so.

In one room, Rebecca, a nineteen year old, rushed around her room whilst her CD player played in the corner, tucked away on her desk. Guitars and drums thrashed and banged out power chords as she pulled on her dress which was long and fell almost to the ground, and was black in colour.

Rebecca sighed loudly and dropped down onto her bed, her shoulder length brown hair still not tied back. But she just didn't care. Tonight she was going to the prom with a guy whose guts she literally hated: John Allerdyce. At least her friend, Charlotte, had been asked by someone she had a crush on, Warren Worthington. Rebecca grinned to herself, thinking back on how she dared Warren to ask Charlotte; his hands were shaking and beads of sweat dripped down his brow. Poor guy!

Warren, meanwhile, was stood in front of his bathroom mirror, adjusting his tux and sighing as he did so. His hair still didn't look right. He pasted another generous load of gel onto his hand and slid it through the locks of hair, hissing to himself as it still wouldn't all spike properly.

He glanced over at the clock- 7:15pm. Everyone would be meeting in the main lobby at 7:30 and walking down to the main hall in union. Just the thought of dancing with the girl he'd had his eye on now for the last four months made his stomach tighten and all his insides curl.

Charlotte was currently crawling under her bed. Time was running short and she had to be ready for prom, but that was easier said than done when you were missing one shoe. A short search proved futile, the shoe was nowhere under the bed. Charlotte sighed audibly and crawled back out. She brushed her hands over her dress in an attempt to get the dust that clung to the dark purple fabric away. She really did need to clean more often, but now was definitely not the time.

Charlotte stepped over to the gigantic pile of clothes in one corner of the room and started digging through it. A couple of minutes later she happily dug out a black high heeled shoe and quickly pulled it on. A pair of silver hoops in her ears, and she was ready.

Ten minutes later and Rebecca stood patiently in the designated meeting area with Warren, appreciating his clothes.

"You clean up well," she said, giggling. Just after her comment, however, she noticed Warren tense as his blue eyes locked on the staircase. Turning around, Rebecca smiled broadly at the sight of her best friend, Charlotte, sweeping down the stairs.

"You, um, look beautiful," Warren almost stuttered, fighting hard to stop himself blushing and breaking out in a sweat. His heart was beating a mile a second and increased when he saw her smile in response to his admiration of her clothing.

"You look….good too," she replied shyly, blushing hard, slipping her own arm around his outstretched one as he awaited her exit with him.

"Hey," John's smooth voice came as he stood next to Rebecca. She smiled at him and for once actually thought he did look attractive. "Ready?" he asked, grinning and also holding his arm out for her, silently appreciating her curvy figure in that dress.

Everyone exited together, Logan and Storm taking the lead and on behind followed Bobby and Rogue, Kitty and Piotr, Warren and Charlotte, Rebecca and John, with around two dozen others, including a couple of teachers.

It was dark and pretty cold as the Xavier Institute students made their way down the streets, holding one another's arms and participating in chatter. Rebecca made sure she kept her eye on Warren and Charlotte who were in front. She knew for a fact they liked each other and desperately wanted them to realise how they felt. Charlotte had always been too stubborn saying that Warren would never consider her, and Warren was too scared of rejection after being plagued by it his whole life since his wings grew. Maybe things could change tonight?

John smirked as he walked arm in arm with Rebecca towards the hotel where the prom was being held. She looked really good in her dress, it complimented her figure perfectly, and the neckline showed off plenty of skin, much to his liking. He was glad he had asked her and that she had said yes. He wasn't much of a prom kind of guy, but this night might just turn out to be great after all.

Charlotte glanced up at Warren. He met her eyes, and she quickly looked back down at the ground. Being around Warren was nerve wrecking, but at the same time, there was nothing she wanted more. She looked back up as they arrived at their destination. The doors of the hall where the prom was being held stood wide open, and her eyes widened as she saw it.

The lights were dimmed, but she saw that the room was decorated beautiful, mostly done in shades of dark blue and silver. There were a cluster of small tables with candles on them, and a large open area was set off for dancing. She looked over at Rebecca, and they both grinned.

Together with their dates the girls made their way over to one of the small tables and settled around it. The music was playing in the background, but would most likely be turned up later. Soon all the tables around them were filled with chattering people.

Charlotte leaned closer to Rebecca. "So, which of the teachers do you think is the least pleased with being here tonight?" she asked. Rebecca cast a quick glance over the room.

"Logan, no doubt." Both girls turned their heads over to where Logan was standing leaning against a wall and giggled. He looked immensely uncomfortable in his tux, and kept tugging at the collar of the shirt with a frown on his face.

John was leaning back in his chair, keeping his hands crossed over his chest, looking at Rebecca and Charlotte who were leaning their faces together and talking about something he couldn't hear. All of a sudden they started giggling in unison.

"What's so funny?" he asked, suddenly feeling left out. Rebecca looked towards him, and then pointed discretely towards the entrance to the room. John followed her finger and saw Logan. He sniggered, and leaned in towards the girls. Just as he was about to comment on Logan a voice came from over the speakers. Everyone in the room directed their gaze towards the stage where Storm was standing. Her black dress was sprinkled in some gemstones that sparkled in the light from the overhead spotlights.

"Hello everyone, and welcome to our annual prom!" Shouts and applauds erupted all over the room. "Before we start I have something to say to you all." The sounds from the room died out immediately. "There will be no spiking the punch like last year." John booed and Rebecca cast him an annoyed glance. It was so not amusing when he did that. Storm seemed to pay no heed to his booing though, and continued. "Behave, or else we'll have to quit early. But, let's start shall we not?" More applause followed as Storm stepped off the stage and the music started.

Slowly more and more people moved from the small tables over to the dance floor, but Rebecca, Charlotte and the boys stayed at their table. The girls were talking, the boys were not.

As the third song came on John stood abruptly. Rebecca looked up at him as he stood right in front of her. He didn't say anything, only held out a hand to her. Rebecca didn't take it immediately, but cast a glance at Charlotte. Charlotte, however, didn't meet her eyes; she was looking over at Warren. Rebecca smiled to herself and took John outstretched hand. Some time alone was just what Charlotte and Warren needed.

Charlotte immediately cast her eyes down as Warren turned his head towards her. She did not want to be caught staring at him, that would just be too embarrassing. She looked down on her hands. They were resting on the table, and she was playing with her bracelet. She hadn't even noticed that she had taken it off. She always did that. She couldn't help it; she just needed something to occupy her hands with.

Warren looked at Charlotte. She was trying to fasten a silver bracelet around her wrist, but it looked like she had problems.

"You need help with that?" he asked. It was the first thing he had said to her since they came here. He just hadn't had any idea what he could say to her that would make him come of as interesting. She looked up at him and smiled one of those cute little half-smiles.

"I'll manage, but thanks for asking." She looked down at her bracelet again, and kept on trying to fasten it. Warren gave her another minute, then he scooted his chair close to hers, and took her wrist. His hands were shaking slightly, but he managed to fasten the silver chain without dropping it.

"Thanks," Charlotte said, and Warren beamed. Charlotte looked back down at her hands. Warren hoped he hadn't done something she didn't like. Maybe she would have preferred to do it herself? Maybe he had just screwed up his chances with her? He felt like smacking himself, but decided that if he had already screwed up he might as well do it properly.

He coughed slightly and Charlotte looked up at him, meeting his blue eyes.

"So, would you like to dance?" he asked and Charlotte immediately felt her heart flutter in her chest. A smile flickered on her lips and she nodded. She didn't trust her mouth to cooperate. Warren beamed and held out a hand to her. She took it and followed him onto the dance floor.

The song that was playing was up-tempo, and Warren took both of her hands and twirled her around.

Warren proved to be a great dancer, and he didn't seem bothered by the fact that she couldn't always follow his moves. She had never really learnt to dance, and now she was wondering why she hadn't bothered, it was great! But that just might be her partner.

All too soon the song ended. Charlotte dropped Warren's hand and discretely dried her hand off on the skirt of her dress. Her hands were practically dripping with sweat. She only hoped Warren hadn't noticed. That would just be too embarrassing. She always got like this around him, all nervous and stuff.

It took only a few seconds, and then the music started again, but this time it wasn't an up-tempo song, but a slow one. Charlotte swallowed and looked up at Warren. She wanted nothing more than to keep on dancing with him, but doubted he wanted to dance anymore with her. She was surprised he had wanted to dance at all. But she was even more surprised he had asked her to the prom to begin with. Her first thought was that he was only joking around with her, but she knew Warren good enough to know he wouldn't do anything like that. He was too kind. So she has said yes, and now they were here. Together.

Warren looked down on Charlotte. She looked so beautiful today, and he couldn't really come over the fact that he was here together with her. At the time he was going to ask her to go to the prom with him he had wished that Rebecca had never dared him, but now he couldn't be happier. He held out his hands to Charlotte, and she grabbed them. Together they started moving to the music, much closer together than they had before.

Warren cast a glance over the crowd over Charlotte's shoulder and saw Rebecca dancing with John. He couldn't help but to smile a little when he saw John quite obviously checking her out. He looked quite pleased with the situation. She on the other hand, did not. Warren felt a bit sorry for her, but he knew that Rebecca could handle herself.

Rebecca danced slowly with John who kept looking at her strangely and after a while she found it quite freaky to say the least. A perverted grin was present in the corner of his mouth while he watched her closely, letting his gaze drift down her body, lingering on her well endowed chest.

Warren and Charlotte glided on past behind Rebecca and John. Rebecca grinned as she watched her friends hand in hand enjoying themselves, but looking extremely sheepish in the situation. Other couples flew past, causing a giant whirlwind of beautiful colours from gowns, mixed with the black and white of tuxes.

The way John's hand seemed to move lower towards Rebecca's backside was making her feel all the more uncomfortable, and thankfully a short while later, the slow music ended.

"I'm just going to get a drink," Rebecca said quickly, disappearing into the sea of gyrating bodies. "Alright, Bobby," she said, smiling politely at her fellow student, Bobby Drake. He was holding two glasses of wine in his hand.

"Hey. How's things with you and John going?" Bobby asked, winking playfully and taking a sip of his wine.

"Ugh, him? Alright, I suppose."

"You don't sound too impressed," Bobby said, raising an eyebrow.

"To be honest," Rebecca began, drawing in a little closer to her friend. "I don't like him that much and he keeps eyeing me up which is really annoying."

Bobby laughed. "Well, it's John, what were you expecting?"

Rebecca shrugged and took a sip of her wine. "Not too much I guess. But it was him or no one so I took my chances that he would behave. Guess that was hoping too much. I know he's your friend and all, but oh my god…"

Bobby just shook his head and smiled. "Don't worry about it. I know how he can be. And speak of the devil."

Rebecca followed his gaze over the room and saw John striding towards them. "Oh no," she whispered to herself and gulped down her wine. As she turned back to Bobby he was gone, vanished out to the dance floor. Rebecca rolled her eyes and crossed her arms in front of her chest as she looked at John coming closer, a big grin very present on his face.

"Wanna dance some more?" he asked and held out a hand to her. Rebecca just looked at it.

"John, I'm really not in the mood to dance right now."

"Come on! It's prom, you have to dance!"

Rebecca sighed, but let John drag her back to the dance floor. She was just happy it wasn't a slow song that was playing.

Charlotte leaned into Warren's chest, feeling the fabric of his suit against her cheek and just floating on a cloud of happiness. This had to be the best day of her life. Going to prom with Warren, dancing with him, being close to him, smelling his aftershave and holding his hands. Things couldn't be better.

But then the song ended, and they were back to an up-tempo song. Charlotte silently cursed as she tilted up her head and looked at him. His blue eyes met hers, and she could feel the butterflies in her stomach fluttering like crazy. He really had the most gorgeous eyes she'd ever seen, and now they were all on her.

"Do you want to go and get something to drink?" he asked, and Charlotte only nodded. She didn't trust her own voice right now. Warren let go of her hands, and she instantly missed the skin contact. Together they walked over to the small table they had been sitting at earlier.

As Warren and Charlotte walked back to the table they met Rebecca and John. Warren raised his eyebrow sceptically as he got eye contact with Rebecca. John was practically dragging her after her. She just rolled her eyes and let herself be dragged out on the dance floor. She really didn't look happy at all, but Warren wasn't too worried about her.

John didn't stop until he reached the farthest end of the dance floor, the part that was almost in shadow. Ulterior motives? John? Now why would anyone ever think that? He smiled smugly and pulled Rebecca towards him. She didn't seem to agree as he tried to wrap his arms around her. He just grinned wider and gave her some room as he started to move with the music. She didn't really seem all too into dancing really, but he hoped that would change soon. He leaned closer to her so she could hear him over the music.

"Anything wrong?" he asked.

She did a little half-shrug and shook her head. John wasn't sure how to interpret that, but reckoned it meant that she wasn't too bad.

They danced for another minute or so before he was starting to get impatient. She looked awfully good in that dress, and he really wanted to do more than just dance. He decided that this was as good a moment as any to make his move. He caught Rebecca's wrist and pulled her closer. A small yelp of surprise escaped her lips as she was suddenly pulled tight against his body.

John had totally caught her off guard, and she didn't process what was happening until suddenly she saw his face very close to hers. Her eyes widened, and she stiffened as she suddenly felt his lips on hers. Oh no, this was so not happening.

She gathered her wits and put her hands firm on his chest, pushing him away.

"What the fuck do you think you're doing?" she said angrily and glared at him.

"What does it look like?" he asked and stepped closer. Rebecca did not like the look in his eyes, and she decided that this was it. This prom had not turned out good at all, and she was not staying her any longer. She did not want to give John the opportunity to kiss her again. No way in hell. She turned around and stalked towards the entrance.

Charlotte saw Rebecca approaching them hurriedly, and she did not look happy. She was just opening her mouth to ask what was wrong, but Rebecca stalked past their table, not even casting them a glance. Charlotte frowned and looked over at Warren.

"What has John done now?" Warren said and looked over at the dance floor, trying to see him, but there were too many people in the way.

"I'm going after her," Charlotte said and gathered up her and Rebecca's purses. Warren nodded.

Charlotte had to run, something that wasn't easy in high heels, to catch up with Rebecca, but right outside the entrance she did. "Rebecca," she said and put a hand on her friends shoulder, making her stop.

"What's wrong?" she asked, and could feel Rebecca tense under her hand.

"John, that's what. This evening is just crap, and I just want to go home."

"Well, come on then, let's get going. I need to get out of this dress and into some sweat pants soon anyways." Charlotte said cheerily

Rebecca turned around and met Charlotte's eyes. "But you should stay here with Warren. You are having a great time aren't you?"

Charlotte just smiled. "It's just a prom, there will be other proms. But right now I feel more like hooking up with Ben & Jerry and talk about what an ass John is."

"That sounds great," Rebecca said.

The girls set off home.