A/N: Hello, people! Well, here I am with my first X-men story. Which is kinda shocking…I really thought I would have done one by now.

Anyways, this fic is set in the realm of X-men: First Class during the scene where Raven pays Erik a little visit in his bedroom. Ultimately, we know he turns her away. However, I wasn't buying that because just from knowing Mystique's character I just didn't want her to give up that easy. She seems like she is just looking for acceptance and approval from anyone, not matter what the cost.

I also was really interested in doing an Erik/Charles story because lets face it…it is heavily hinted at in this movie.

I got this idea from reading up on Mystique and finding that the original plan was for her and Irene Adler (Destiny) to both be the biological parents of Nightcrawler; with Mystique transforming into a man to get the deed done. So, it had me thinking and eventually I came up with this story.

I hope you all enjoy this little story and I hope that it doesn't get too confusing once Raven starts shape shifting into other people!

Enjoy!

A Late Night Visitor

"Well, this is a surprise…"

His tone was hollow, unamused.

Erik Lensher softly closed the door behind him, hearing the loud "click" as it latched into place, before making his way further into the room –his room. Staring at the surprise that had awaited him.

There lying in his bed-in his room- on her side, with her blonde locks tossed messily across the pillows and the sheets wrapped tightly around what Erik could only assume was her bare body, Raven Darkholme had waited.

Raven's lips curved upwards as she offered the older mutant a seductive smile, "A good kind of surprise?" A girlish excitement intertwined through her words.

A heavy sigh broke through Erik's lips, "Get out Raven. I want to go to bed." He responded-annoyed- as he mindlessly made his way across the room, past Raven, to his dresser. Removing his watch and rings in the process.

"I was thinking," Raven's words lingered, "We could have a little fun before you call it a night." She teased, adjusting the sheets downward in a way that would expose, but not fully reveal, her breasts; desperate to draw in Erik's attention.

Erik offered Raven a quick glance, before turning his attention away, "I mean it, Raven. Out."

Disappointment quickly swept across the blonde mutant's face as she carelessly tossed the sheets from her body, exposing her nude figure, before getting out of the bed and standing before the older man.

"Why? Am I not good enough for you?" Raven's voice cracked, her emotions beginning to escalate, as Erik turned towards her seeing her-fully-for the first time that night, "I can be anything you want me to be…"

As Raven's words left her lips, the blonde mutant started making her way closer to Erik, each step careful, before activating her mutant ability. Slowly, Raven's body became disfigured, her skin crawling, before ultimately taking on the form of someone new: Moira MacTaggert.

"Does this tickle your fancy, Mr. Lensher?" Her voice was an uncanny duplicate of the CIA agent.

"Raven…" Erik's voice trailed as Raven/Moira closed in on him.

"No?" Raven ignored his protests, reaching a distance enough to reach out and touch the object of her affection, "How bout…?"

Raven's words trailed off as she once more activated her mutant abilities, her body taking on yet another new form: Angel Salvadore.

"I can be your sweet little Angel."

"Raven." Erik's voice was stern, harsh, and cold. He was done playing her little game, "I'm not going to ask you again, leave. You wouldn't want Charles to stumble in here and see you…abusing…your powers in such a way. He already discourages you from showing your true form."

A smirk formed across Angel's face as she broke all personal space boundaries, pressing her body up against Erik's before allowing her body to take on a completely new form.

"I could just picture his face, couldn't you Erik?"

Erik's eyes grew wide, his cheeks becoming flushed as he stared into the eyes of the nude figure pressed against him: Charles Xavier.

"This isn't funny anymore, Raven." Erik stated, his voice cracking in the process.

"Huh?" Raven, disguised in Charles's voice, mused, "This is a different reaction. Does Charles make you nervous, Erik? A little hot under the collar? Or maybe hot…" Her/his voice trailed, as Erik felt a hand playfully guide its way down to his crotch, grabbing a hold of his member through the layers of clothing, "…elsewhere."

Erik's cheeks grew a darker shade of red as his eyes met with Charles's.

"Raven…"

"Shush, call me Charles."

Erik's cock hardened in response as Charles began slowly stroking the organ through the fabric with one hand, while the other messed with the button and zipper.

Once open, Charles moved his hands to Erik's side, grabbing a hold of both his pants and underwear before pulling them down to reveal the mutant's hardened member. Charles brought himself down onto his knees-and eye level with Erik's cock-as he grabbed a hold of the base forcing a pleasurable moan to escape from the master of magnetism's lips and pre-come to break from the tip.

Charles parted his lips as he moved in closer onto his target, extending out his tongue for a couple quick swipes before finally engulfing the member.

Volumes of pleasure electrified through Erik's body as he ran his fingers through Charles' dark hair, at times gripping tightly. He knew he wouldn't be lasting much longer.

Charles worked his magic on Erik's "second-in-command" as he guided his hands to Erik's toned and muscled ass…for support. Resulting in a positive response from Erik.

Erik's breaths soon became uneven and hurried, as his toes started to curl. He was rounding third base and was heading for home.

"Ch-Charles…"

Erik barely managed to get out, as it was quickly followed by a low moan. Erik had reached his climax. Getting a tighter grip on Charles' locks, Erik released into the mouth of his friend.

Charles soon pulled off of Erik's, now, softening member, licking his lips as she rose to his feet; now eye level with the blue eyes mutant.

"See, Erik, I knew this would a good kind of surprise," Charles spoke playfully.

Erik didn't respond.

"Now," Charles whispered, grabbing a hold of his own neglected, aching hadron, "How bout we return the favor?"

The End.

A/N: Like I said, it was just a short little story. I do hope you all enjoyed it. I may do more Erik/Charles stories in the future…that are actually Erik/Charles. But we will have to see!

Please let me know what you thought! And until next time.