Author's note:

This is an AU version of X-Men: First class

In this story, Charles Xavier is a girl, Charlotte, and this is her story.

I know the general idea isn't exactly original, and if I have copied a story that is already written, I am sorry, it is unintentional. I just wanted to write my own take on this idea.

I don't own anything you recognise.

Please read and review.

Chapter 1

Eyelids flickered opened to reveal bright blue irises that stared past the door and at nothing as the child focused on what woke her up. Sitting upright, she cocked her head as she heard someone downstairs. She slipped out from under her covers, and picked up the baseball bat that sat in the corner of her room, collecting dust as it was a gift from her father-that-wanted-a-boy-but-had-to-settle-for-a-girl that she never used.

Creeping out her room and down her corridor, she zigzagged down the hall; dodging all the creaky floorboards and dodgy rugs that could trip her up in the dark. She slowly climbed downstairs, gently jumping over the last creaky step and landing lightly to avoid noise before following the intruder to the kitchen. She walked inside to find the light on, the sudden difference in light making her flinch and squint against the glare. She blinked a few times, but managed to adapt to the light and make out the form of her mother standing at the fridge. The girl lowered her baseball bat and waited for her mother to notice her.

"You scared me, what are you doing out of bed, dear?" she asked, shutting the fridge quickly.

"I heard a noise, and I thought it was a burglar." She explained, staring at her mother.

"I was hungry and just looking for a snack. Why don't you go back to bed dear?" her mother asked, smiling kindly at the child. Receiving no response, she then added, "I'll bring you a hot chocolate."

The child glanced around the room, noticing the photo frame that was on top of the cupboard. Her first day of school, her mother was dressed in a red dress, with her blonde (dyed) hair curled up on her head and pearls draped around her neck and wrists. The child then returned to staring at her mother and took in the red dress, blonde curled hair and pearls adorning her body and simply stared at her, 'Who are you and what do you want? My mother has not stepped foot in this kitchen ever, nor has she ever offered to bring me anything, unless you count asking the maid to do something for me.' The voice echoed in the adult's head, but the child's mouth didn't move.

Her mother, no, scratch that, the imposter seemed to frown and her skin rippled, before it slowly morphed back into a young girl, with blue skin, bright orange hair, bright yellow eyes and patterned skin. She watched the normal girl with a mixture of fear, sadness and hunger.

"Amazing! I always thought I was alone, but here you are! Help yourself to anything here, we have heaps, you do not need to steal." The child said, grinning madly and gesturing to the small kitchen around her. The blue skinned girl smiled timidly, before returning to a blank face. "In fact, you do not ever have to steal again. Stay here with me, I will look after you." The girl said.

"Really?" the blue girl spoke, barely above a whisper.

"I would love you to, I get lonely here, and I always wanted a sister." The girl grinned, placing her baseball bat on the table and opening the fridge, pulling the leftovers from dinner out and placing them in front of a chair. Gesturing to the other child to sit, she sat next to the empty chair. The blue skinned girl sat, glanced at the food, at the other girl then ate the food, shovelling it in without paying any attention to manners. "Everyone calls me Charlotte, but I prefer Charlie."

The blue skinned girl paused in between mouthfuls long enough to say "Raven" before eating again.

"I meant what I said, stay with me. You will have to stay hidden, but eventually we can move out and live together when we are old enough to pass as adults." Charlie said, still grinning madly.

"How do you know you can trust me? I'm just a freak." Raven spat, disgusted with the word 'freak'.

'If you are a freak, I am too.' Charlie's voice echoed in Raven's head, but Charlie didn't move her mouth to speak. "I am a telepath. I can read people's minds, but I try not to. I read yours briefly to see you were not a threat then stopped. I can also control people's actions and change what they remember." She explained to Raven as she finished eating.

"You can read my mind?" Raven asked, sounding a little scared.

"Yes I can, but only if I focus, or you shout your thoughts at me. I try really hard not to listen to anyone, and I promise to never read your thoughts without your permission." Charlie vowed, with a seriousness and maturity that was beyond her age.

"Thanks Charlie." Raven told Charlie, grinning at the brunette telepath.

Charlie looked over at Raven as she sat on the couch and frowned at her.

"What now?" Raven sighed.

"I really do wish you would not hide from yourself when you do not have to. You are beautiful Raven, you really are." Charlie told the girl, who glared at the brunette.

Raven pushed her blonde hair out of her brown eyes and said, "I'm not beautiful."

"Raven, you are unique and beautiful. Society does not accept you yet because mutants are not widely known, and those who do know about mutations lack the evidence to back their theories, resulting in them believing it to be fiction." Charlie told the girl, who just moved next to the scholar and snuggled next to her. "Give it time, together we will change their views."

"We'll see."

Charlie left her university, arms linked with Raven. "So, professor," Raven said, her voice holding a teasing note that caused Charlie to groan.

"Please, that gives people the interpretation of a stuffy, boring, old man. Not a young, charming girl."

"Fine, do you want to go celebrate with some drinks at the pub?"

"Now that, I enjoy hearing, let us go."

"Professor Xavier?" a young woman asked, stopping the newly graduated professor as she tried to get a refill of her drink.

"Please, I prefer Charlie." Charlie grinned, trying to block out the thoughts of those around her. Failing horribly, due to the alcohol in her system, she grinned and focused on the woman in front of her.

"I need your help. My name is Moira MacTaggert, CIA. I need your help. It's to do with your thesis on human mutations. I need to know if those mutations are possible in humans of today." The woman asked, leading her to a table and sitting opposite her.

This sobered her up. She focused on the agent's thoughts and managed to just keep her poker face up as she relived the agent's memories of seeing a man control the air to create mini-hurricanes and controlling them, then a man with red skin and a tail pulling his own atoms apart, then re-joining them in a new location and then a woman harden her skin to become diamonds.

"I promise. I will do whatever I can to help you." Charlie told her, suddenly sober again.

"Thank you."

Charlie sat down as she ended her presentation. The CIA board members all were wearing an interested mask, but their thoughts presented their true opinions. They were thinking about pies and sons and fantasising about the three women in the room (those ones Charlie pointedly ignored). Charlie glanced at Raven who smiled back.

"Agent MacTaggert, you would bring two women in to try and convince us people with crazy abilities exist? Escort them out." The CIA Director snorted.

"I have not finished, sir. I knew you would not believe me, so I came prepared. I know mutants exist because I am one. I am a telepath." At the blank looks, Charlie reiterated, "I can read minds."

"I've seen this magic trick before, sorry sweetheart." The Assistant Director smirked. "You make us pick a number from 10 to 1?"

"While I do not appreciate your condescending tone sir, I do have to say I am pleasantly surprised to find your thoughts on your son during my presentation a noble sentiment, even though it was rude to ignore me. You are much more dignified then your co-workers, as the Director was wondering what pie was being served for lunch today and I do not wish to go into detail about what else was being thought about in this room." Charlie explained with an almost bored tone. She paused for a second to concentrate then said, "If you do not wish to discuss mutants, due to your disbelief on the matter, we can always talk about the placement of nuclear missiles in Turkey, or rather the decisions behind that order?" Charlie offered.

"You brought an international spy into CIA headquarters?" the Director yelled at McAllister.

"For god's sake! We're not spies!" Raven yelled, jumping up and letting her skin ripple as she morphed into the Assistant Director.

'That got their attention.' Charlie told Raven telepathically as the room was quiet in shock.

Charlie let out a groan of pain as someone attacked her mind, resulting in her retreating away from the boat and staring wide-eyed into the darkness where she knew the boat was. "I can't believe it! There is a telepath on that boat." Charlie breathed, excitement and longing in her face and voice. "I am very sorry Agent MacTaggert, but Shaw has his own telepath, I am unable to be of use to you today."

"There's someone in the water! Get him out now!" Charlie screamed, her voice expressing her fear of someone dying and pain of not helping them. No one responded, all too busy trying to rescue the men that were attacked by the mini-tsunami wave. She growled, ripped her coat and jumper off and then kicked her favourite boots off before running to the edge of the boat, hurdling over the rail and gracefully diving into the dark water below, her mind focused on the flashing conscious of another mutant that was yelling and projecting thoughts everywhere. She ignored Raven's shout of shock and fear, and focused on the memories. Flashes of memories fluttered through her head as she watched Shaw leaning over a boy, torturing him, shooting his mother, hurting him, teaching him to use his powers. As she swam down to meet the mutant, flashes of a journey under the cover of dark, hunting down Shaw and his accomplices for revenge filled her vision. The dark water obscured her vision but she used her mind to find the mutant, a man, and wrap her arms around him, trying to pull him to the surface but unable to break his connection to the submarine that was diving below the water.

'Let go Erik, you will have your revenge, but not if you die. Calm your mind.'

Erik glanced around, confused at how he was hearing the voice underwater. The voice was female, sounding experienced, knowledgeable and wise. He felt arms around his shoulders but was unable to make out a face on the black figure that was clinging to him.

'I can help you get to him, but you have to let go and come back up to the surface with me.'

Erik realised that this woman was going to stay with him, whether he surfaced or not. She was ready to die with him, in her attempt to save his life and he had no idea who this woman was. Erik mentally growled but broke his connection with the metal on the sub and kicked upwards, the mutant on his back clinging on and kicking to help their ascent. They broke the surface water and both gasped for breath.

"Over here! We need help!" the clinger-on shouted, waving at the CIA boat.

Erik turned to see a young girl, no older than 20 waving frantically at the boat that was combing the wreckage. Her hair was plastered over her face, and was knotted in a mess but when she turned to Erik, she was grinning at him, her eyes sparkling with happiness.

"My name is Charlotte Xavier, I'm a telepath." She said, holding her hand out to shake his, "Pleased to meet you."

"Erik Lehnsherr, I–" Erik said, shaking her hand.

"Control metal, I know. I am sorry, but I unfortunately read your mind, unintentionally, of course, but you were projecting your thoughts and memories, basically your entire mind and I was unable to ignore you, whether I wanted to or not." Charlie apologised pushing her hair away from her face.

Erik just frowned at her as the boat approached them and a rope ladder dropped down in front of them. Charlie swam over, with Erik following. She gripped the edge of the ladder, and gestured for Erik to climb up.

He shook his head, "Ladies first." He said, his face stoic and emotionless, but a hint of amusement in his voice.

"Why thank you sir." Charlie grinned, climbing up the rope ladder, with Erik following a short distance behind. She climbed on top of the boat and grinned as Raven hugged her and berated her for jumping off the boat into the water.

"You could've died, you idiot!" Raven screeched, causing everyone in earshot to wince.

"I am sorry Raven, but I was not prepared to let the man drown." Charlie said, accepting a blanket of an agent. "Thank you." She said, also grabbing one for Erik as he climbed on board. Handing the handing the blanket to him, she smiled as he nodded his thanks.

TBC

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