AN: X-men evo is my all time FAVORITE american cartoon. As a celebration of season 1 and 2 being put on youtube by marvel, I decided to make this piece of fluff of my two favorite characters. Kitty will always be my favorite, and I can't decide if I want her to be with kurt or lance :/. Anyway, I love her friendship with kurt33 so that plus a marathon of xmen season one and no sleep = this fanfic! Only, this fic is not as fun as there relationship, tis a bit angsty (?, can't think of the right word), but oh well i was in that kind of mood i guess. Will hopefully make more fun fics in the future! Oneshot. Maybe more? not sure. Tell me what you think! Read. Review. Rejoice. (because xmen evo is back! XD)

Disclaimer: Not mine :/

The night was dark, quiet, still. All through out the mansion mutants slept without a sound. The pale moon's glow softened Kurt's shadowy face as he sat on the balcony's ledge, tail whipping about as he stared openly across the lawn, deep in thought. He pondered his life here at the institute, how safe he felt, how accepted he was, even loved. It wasn't always that way.

He remembered first meeting kitty. She was the girl of his dreams, his best friend, his first love. He thought of how repulsed and terrified she was of his haggard appearance. He had never hated his blue fur and yellow eyes so much. Desperately he wanted to change, no longer for his own selfish reasons. He wanted to make her feel safe again, not be the cause of her horrified stare. Suddenly, a spine curling shriek echoed in his ears.

"Keety?!" Kurt jumped to his feet, senses alert, the sound still vibrating off his pointed ears. Eyes clenched, he thought of her with such intensity that he vanished in a puff of smoke. When he opened his eyes, he only met darkness.

"Keety?! Kee-"

"K-K-Kurt?" came a familiar but shaky voice. Eyes adjusting to the lack of light, the fuzzy mutant looked down to see a pair of scared blue eyes looked up at him.

"Keety! Vat are you doing down here?" Kurt rushed to her side, placing a comforting hand on her shoulder. He could feel her trembling.

"I-I don't know!" She put a hand on her disheveled pony tail, obviously flustered. "One minute I'm in my bed, the next I-I'm here in the mansion's basement!" She snapped her head up to look in Kurt's golden eyes, tears building in her helpless gaze.

"Let's get you upstairs." He said in response to single tear streaking down her cheek. Not wanting to frighten her anymore by teleporting, he stuck a hand under her legs and effortlessly lifted her off the cold basement floor. She clung to him like a small child, wrapping her arms tightly around his neck. They headed for the stairs, neither one making a sound. When they were out of the basement and walking into the living room, kitty spoke.

"Kurt?

"Mmm?"

"I'm scared." Kurt paused mid step, looking down at the girl in his arms.

"Of vat?" he asked softly, smiling at her with reassurance as he continued to carry her through the hall.

"Of falling. This happened once before, when I first learned about my powers. My pillow got stuck in the ceiling, that's how I know I didn't sleep walk." Kurt listened silently as they began heading up the foyer's stairs. "I fell three stories this time, what's going to stop me from falling right into the earth? I'll be buried alive! I can't breath, or talk and no one will know where to find me. I-"Suddenly she burst out into tears against his chest.

"Whoa! Shh, shh, keety calm down!" Taken aback, Kurt placed her on the stair above him, patting her shoulder gently as she sobbed into her hands. "Keety, please, I hate to see you see you so upset…" She quieted down a little and began to rock back and forth on her bare feet. "Look, ve all are scared, every one of us. Our challenges may be different but ve're not alone! You know that I'll alvays be here for you…don't you?" He waited a moment as she swallowed her sobs, sniffed a bit and wiped her eyes.

"Y-yeah." She said softly, biting her lower lip. "I'm sorry-"

"Sh." He put a furry blue finger to her lips, grinning at her with his big, elfish grin. "C'mon."

She stared at him blankly for a moment as he held his arms out, then smiled knowingly. Kitty wrapped her arms around his neck as he picked her up again and carried her up the stairs. She leaned her head against his chest, eyes closed and ready to fall asleep.

"Kurt?" she mumbled into his shirt.

"Mmm?"

"Thank you." As he reached her door, he could feel her body relax against his. He carried her to the bed and gently put her down. He made sure the covers were neatly tucked around her body before closing her balcony door, not wanting the cool breeze to wake her from such a peaceful slumber. He stared at the moon for a moment, thinking of what she had said. He too was afraid of falling. Falling for a girl he could never have. And with a fuzzy kiss on her forehead and a puff of smoke, he was gone.