Author's note:

This is a random oneshot that doesn't really have a plot, but what is can be seen as AU, or just a unseen canon movement from X-Men; First Class. Also, I have made up all the past memories that are mentioned, so it probably won't match with the comics or anything, as I haven't seen them and this isn't written to be accurate, just to get the idea out of my head.

I don't own X-men, or anything you recognise.

Please read and review

Note: I updated this fic as someone was kind enough to correct the lullaby in my story, which I originally used google translate to translate. So thank you very much for taking the time to do that and I hope you enjoy the story so much more now :)

Erik glanced out of the window at the approaching storms and watched the teenagers walking around outside. There was a flash of lightning then moments later, the thunder cracked, drowning out the teenagers' calls. Raven looked up at Erik and waved at him. He lifted a hand in return and went to continue walking but Raven beckoned to him from outside. He sighed, and waved a hand compliantly, walking back the way he came to go out the front door, to where the teenagers were waiting.

"What's wrong?" Erik growled, wanting to go train in the gym.

"We can't find Charles. He's not anywhere in the mansion, I checked. I also looked around the grounds at where he always ran off to but he isn't in any of his normal hiding spots." Raven informed him, worry and panic in her voice.

"He's a grown man, he can look after himself." Erik pointed out, refusing to show his worry about Charles' being missing.

Raven shook her head in disagreement. "He can normally, despite the act he puts on to appear drunk, randy and immature, but I'm worried it's one of his fits again."

"Fits?" Sean, Alex and Hank all said at the same time, confused, curious and worried. Erik gestured for her to continue.

"It hasn't happened since he was 15, but when he was younger and not in control of his powers, they got away from him. I don't know how to explain it properly, he didn't like talking about them, I don't think he always remembered what he did and it scared him. It only ever happened once in front of me, when he was 11, since then he crawled into the grounds, somewhere away from everyone else and I covered for him. The longest he has been out by himself has been two weeks. But with this storm coming in, I'm scared for him." Raven explained.

"Go inside, all of you, I'll keep looking. Get some dinner ready for all of us, and wait quietly. Try not to think loudly and keep your heads to yourself." Erik ordered them, glaring at them until they moved inside, waiting until they were inside to grumble to each other about wanting to help and not being allowed to. "Where are you, my friend?" Erik muttered, gazing at the trees surrounding the property. He shut his eyes and relaxed. Reaching out with his powers, he searched for any metal in the forest, assuming there wouldn't be much. There was no sign of him to the west or north, so Erik moved towards the east side of the house, his power still sliding through the forest, searching for any metal, like the watch that Charles always wore, or the silver chain he wore. Erik's power felt the attraction of a sliver of metal on the very edge of his range and he let a small smile show on his face. He kept his power attached to that metal and set off in that direction.

45 minutes later, he had nearly caught up to Charles. The metal he was wearing had led Erik part way, but now Erik could see the trial that Charles had left through the leaves and mud, stumbling footsteps everywhere and bushes knocked aside as Charles had obviously struggled to walk through whatever he was going through. The metal stopped moving, and Erik felt it settle close to the ground. Erik jogged the last few hundred metres and walked right up to the metal source; Charles. The telepath had stopped in front of a tree, and had most likely rested against it and slid down, giving up on staying upright. His legs were tucked up into his chest and his arms were wrapped around his knees. His face, buried in his arms didn't look up as Erik approached. Charles' shoulders shook with either fits or silent sobs, Erik couldn't tell.

"Charles, old friend, let me help you." Erik sighed, feeling helpless but wanting to help. Erik jerked his head around as voices echoed around him. A mixture of Charles' voice, his own voice and echoed whispers ambushed him in his head, appearing to come from every direction.

'I don't need help.'

'Please Erik.'

'Oh god Charles, what's happening?'

'Don't do it. Walk away now.'

'Help, please. Stay with me.'

'I don't know what to do.'

'Leave.'

'Stay, oh God stay.'

'Piss off!'

'How can I help?'

'NO!'

'Scare him away, make him leave.'

'No, he can help. He can help. He isn't going to hurt me.'

'They all hurt us.'

'Not Erik, not him.'

'Go away.'

"Leave me alone!" Charles yelled out loud, jerking his head up to meet Erik's eyes. His electric blue eyes were bright and wild, his hair a mess and his cheeks damp. Charles drew in a shuddering breath and his eyes slipped shut. "Please, please, make it stop." Charlie begged, tears slipping down his face. "make it stop, make it stop, make it stop, make it stop, please, oh God, please." He muttered, shaking back and forth.

Erik rushed forward and dropped onto the forest floor next to the telepath. "Charles, it's OK. Relax. It will be over soon, I promise." Erik muttered, wrapping an arm around the other and thinking nothing but comforting thoughts. He focused on the only happy memories of his mother he could remember, he focused on the comforting memories of playing chest, in front of the fire with Charles, he focused on an old Polish lullaby that was the only one he remembered.

'Ach śpij kochanie
Jeśli gwiazdkę z nieba chcesz, dostaniesz
Czego pragniesz daj mi znać
Ja ci wszystko mogę dać
Więc dlaczego nie chcesz spać
Ach śpij bo nocą
Kiedy gwiazdy się na niebie złocą
Wszystkie dzieci nawet złe
Pogrążone są we śnie
A ty jedna tylko nie'

Charles leaned against Erik, still breathing in shuddering breaths and rocking back and forth. Voices echoed in Erik's mind, flashes of memories and feelings popped in his sight, as if he was remembering and experiencing them, but disappeared just as suddenly as they appeared.

'Useless boy!' The words echoed in Erik's head. The feeling of a backhanded slap ghosted across his face for a second before disappearing.

'It's your fault that dad came here and forced me here. It's your fault your mother's a useless drunk who doesn't give a shit about you or anyone!' 8 year old Charles/Erik crouched on the floor, cowering at a10 year old boy's feet. Feelings of fear and anger ran through him/them. 'It's your fault we have to live here in this miserable place and it's your fault dad hits me!' the boy yelled, kicking at Charles/Erik and hitting him. Charles/Erik fought back but they jumped apart when a tall, stumbling man burst into the room. The light in the hallway was behind then man, throwing his face in the shadows. Unreasonable amounts of fear invaded Charles/Erik's mind just as the image was replaced with another one.

'I'm sorry Raven. I am so, so, sorry.' 13 year old Charles/Erik whispered, entering her room. The 10 year old girl sat up, a bruise forming around her eye from a punch and her cheek was red from being slapped.

Raven smiled weakly at the boy. 'It's fine Charles. You were scared.'

Charles/Erik crawled into the bed with the girl and the pair cuddled up. Raven was soon asleep again. 'It's not OK. And I can never make it up to you.' Charles/Erik whispered to her, his/their eyes wide, electric blue, fearful and guilty.

A flash of pain as Charles/Erik fell out of a tree, hiding from someone.

A flash of fear as he/they walked home from school, a group of older boys following him/them home, their thoughts clearly showing the boy/s what they planned to do to him/them.

A flash of despair as his/their mother walked past him, calling him/them a servant and not even recognising him/them.

A flash of anger at being told he/they were too young to start university. The room shaking until he/they calmed down as the principle and teachers started yelling and screaming about an earthquake.

A flash of shame as Raven washed his/their naked body clean of blood.

A flash of humiliation as a bunch of school kids teased a young Charles/Erik.

Feelings of being trapped, suffocating and imprisoned filled Charles/Erik as all he/they could see was dark, and all he/they could feel beneath his/their fingers were metal bars caging him/them.

Feelings of abandonment, loneliness, and being neglected filled Charles/Erik as Raven's mind forced its way into Charles'/Erik's head. 'Charles, stay out of my head.' Raven turned around and snapped at him, her yellow eyes, red hair and white teeth standing out against her blue skin. Charles could see Sean and Alex wrestling outside. Feelings of rejection and unwanted coursed through Charles/Erik as he/they bit his/their tongue. You stay out of my head, he/they wanted to protest, I let you accept your gift completely, let me do the same, he/they wanted to plead.

'Sorry Raven, my mind slipped for a moment. I didn't see or feel anything other than you being annoyed at me for looking.' Charles/Erik forced himself/themselves to smile apologetically at her, pushing back his/their feeling of anger and unfairness.

'Whatever, just don't do it again. I know you wouldn't have seen anything important in a few seconds.' Raven muttered, before running out to join the pair wrestling.

Sorrow and utter rejection filled Charles/Erik as his/their eyes watered. He/they wanted to use his/their powers without being told off. He/they wanted to use his/their powers without being rejected. He/they wanted to be accepted.

A flash of being tied up for an eternity entered Charles'/Erik's brain. Powerless, frightened and insignificant child/children, he/they wept for the emptiness and fear in his/their heart, wishing it would go away.

Feeling unloved, unsupported and unloved as he/they taught the rest of the X-Men to accept their powers and everyone else's, but no-one noticed his/theirs.

Hands gripped his/their 15 year old hips, his/their hands were tied securely above his/their head. He/they were naked. A gag was blocking screams and begs from escaping his/their mouth. Feelings of pain and violation filled Charles/Erik up as he/they squeezed his/their eyes shut and wished everything away. Focused the man above him/them and concentrated hard on him, wishing he would stop. And he did.

Charles gasped and jerked away from Erik, seeming to realise that Erik was seeing, feeling and experiencing all that and slid away from him, sitting a few metres away, eyes wide with fear and pain as if he had already thought Erik was going to reject him and feel disgusted with him.

Erik stared at Charles with wide eyes as the feeling of a dead weight lingered on both of their minds, fear, pain, humiliation, anger and violation still running through their brains and bodies.

"Charles. Oh God." Erik breathed, still recovering. When Charles didn't move, Erik reached out, and used every bit of metal Charles was wearing to drag him back over to the tree. Charles didn't resist, was in a state of shock that left him unable to do anything but crouch and stare at Erik fearfully. "I'm not going to hurt you, or leave you, my friend." Erik told him, wrapping an arm back around the fragile telepath.

"I will be fine." Charles whispered, accepting the comfort, but not really wanting to admit to being weak. In Charles' eyes, Erik's life was a lot harsher, harder and more painful.

"Charles, our upbringings are different, and you may think mine was more painful, I believe that a prison isn't necessarily a jail. Just like torture isn't just physical injuries." Erik informed him, directly guessing his thoughts. "You believe you have to be strong for the children, and that is true, but that doesn't mean you have to be strong for me. Let me in and help you." Erik pleaded, knowing Charles had a lot built up.

"What will discussing our emotions achieve?" Charles snapped, pulling away once again from Erik. He stood to his feet violently and started furiously pacing back and forth in front of Erik who stayed sitting.

"Having a good rant will do you good." Erik shrugged. "Let go for a little bit and relax. Stop controlling everything."

"I have to. I stop controlling my brain and I could find every single person that has ever picked on me, teased me, taunted me, hurt me and kill them subconsciously. I could be craving a glass of scotch and subconsciously make whoever is closest to go get me one. They wouldn't know the difference. And I wouldn't unless I looked and I would still be assuming I am still blocking myself out from everyone." Charles sighed and paused in his pacing. He collapsed onto the ground next to Erik. "My father was abusive, but he hung himself when I was 5. My mother became a constant drunk after that and remarried to my step-dad. His first wife had died, leaving him in charge of his son, my step-brother who was 2 years older than me. He married mother for our money, and for a play-toy. Me. He died when I was 15. A sudden heart attack. Dead instantly." Charles leaned against Erik again and continued. "Raven found me. Under him. She pulled him off, untied me, helped me get him into his bed so when he didn't turn up in the morning, they found him dead, died as he was sleeping." He whispered. "9 years I put up with him. And he was gone in seconds. Because I wanted him dead."

Erik wrapped his arm around Charles again and they sat in silence for a little while longer, just as the skies opened up and let all the rain fall. Within seconds the pair were soaked but Charles paid no attention to the liquid that was dripping down his face. He stood up again and paced back and forth again; agitated and angry.

"I'm over all that. I still have nightmares from it, yeah. I can't sleep with someone I don't completely and utterly trust, and it still hurts to think about it but I can deal with that. Just like I can deal with all the problems from everyone I can hear. All 1,253 people in the surrounding properties and all 2,000 in the town 30 minutes down the road. All the issues, the financial, emotional, personal, social, and work problems that people are constantly worrying about and projecting. I can deal with all that. What I'm struggling with at the moment is deafening myself because people I thought that would accept me don't. I'm letting Raven walk around in her natural form. I'm letting you float metal to you whenever, I'm letting Sean shout at useless pieces of glass whenever he wants, I'm letting Hank free reign in the labs and to walk around bare foot, and I'm giving Alex the freedom to rip up my garden in practicing his beams. But I'm not allowed to do anything? I get the whole not wanting me to see your thoughts thing, but I don't, that's what I am hurt about. If I focus, or you project your thoughts, then yeah, I'll hear them. But if I just relax my mind then my mind connects to the people I let it, normally those close to me. I can constantly feel where everyone is. They can feel me in their head if they know what to look out for so when that happens, they assume I am listening to him and their thoughts grow louder because they start directing the attention of their thoughts about me. If your thoughts are projected loud enough, I'm going to hear them, no matter how many barriers I put up. It's like, imagine you're put in a room that's all glass walls, so you can see out, people all around can see in and interact with you, but you can't hear them. You can't have contact with them. They can gesture with you and try to explain, but you can' hear or feel them. But that's not all. Because there's a door to get out. Unlocked. The only thing keeping you in that room is because your sister and closest friends asked you to stay in there so that you don't listen to what they say, even though you weren't going to even listen to them in the first place unless they either asked you or it was an emergency or you had permission, like any kind of conversation." Charles sighed and sat back down next to Erik, leaning against him. Erik was unable to tell if the telepath was crying or it was just rain drops dripping through his hair and down his cheeks.

"Charles, I give you permission to not bother about keeping out of my head. I know you won't make me do things." Erik told him, taking the offered hand to stand up. The pair began walking back towards the house. When they were coming up to the door, Erik felt the fuzzy feeling of the telepath relaxing into his mind. Before Erik could comment, the doors burst open, a blue blur running out and jumping onto Charles.

"Don't you dare do that again Charles, I was freaking out." Raven scolded as she had her arms wrapped around his neck.

"Sorry Raven, I needed to get away for a while." Charles apologised, his voice calm, collected and strong once again.

"Come in side, both of you and get into dry clothes." Raven said, grabbing Charles' hand and dragging him in. Erik followed. Alex handed the pair towels as they walked into the mansion and the pair walked up to their rooms to get changed.

Just before they parted, Erik stopped Charles for a second. "Charles, if you ever need to talk, I will listen and I do not mind you, you know." Erik said, wriggling his fingers at his head to signify his telepathic connection.

"Thank you, my friend."

It was an hour later, when all the mutants were sitting around the table, food laid out on the table. "We must convince you to cook more often Alex." Charles grinned, surprised by the unexpected talent of the boy.

He blushed lightly and shrugged.

"Brother dear, are you sure you're OK? You haven't lost control like that in a while." Raven asked, worried for her brother.

"I'm fine Raven, I just needed to get away from other minds for a while. That's all." Charles explained, only kind of lying.

"It must be annoying, having our thoughts constantly yelling at you." Hank commented, assuming that if he could hear other minds, it would be annoying to have their thoughts constantly in his hearing.

Charles smiled politely and shrugged, not wanting to outright lie but not wanting to tell the truth.

Erik noticed his attitude and changed the conversation for the telepath. "Tomorrow we're going to have an early training session. Everyone is to participate. Including you Charles."

"What are we going to do?" Raven asked, excited for something new.

"You'll see. But be outside the front doors at 5, dressed for a work out of a sort." Erik ordered, before getting up and taking his dishes into the kitchen. "A game of chess, Charles?"

"Sure. Don't stay up too late." Charles informed the teenagers, following the metal-bender out. Erik hid a smile at the warmth of Charles' relief and gratitude in his head. Erik then frowned slightly, wondering if Charles could feel Erik like Erik could feel him.

"Not exactly." Charles answered the mental question. At Erik's questioning look, "You practically yelled that thought, my friend. A lot of your thoughts are." Erik chuckled softly but walked upstairs, Charles following him. "The best way to explain it would be that I can feel your presence, your life in the back of my mind, and I know I'm not alone. I can feel intense emotions, just like I hear your loud thoughts but I don't pay attention to them unless my name comes up. When that happens, my telepathic abilities automatically tune in to the thing. I can force it to ignore it again, but I do listen for a second. I can't help you feeling things from me, that is unavoidable, sorry. I can stop my thoughts, but not my feelings."

"You should tell the kids. They'll understand." Erik informed Charles, as they entered the study and set up the chess board.

Charles didn't respond until after they had had a few turns each. "They've made their opinion on the matter clear, and I respect that."

They slipped into an easy silence as the pair focused on the chess game.

"I want all of you partner up. Hank and Raven, Alex and Sean and Charles and I. we're going to spar, but no using mutant powers. At all. Hank, Raven, this includes you two." Erik informed the X-Men once they had come outside and over to a grassy meadow. "Partner up. Once someone gives up, stop and wait for everyone else." Charles stood in a boxer's stance, hands up at his face. Erik rolled his eyes and crouched slightly, hands ready at his waist. "Fight." He started. Alex and Sean lunged at each other. Raven and Hank were trading blows, equal at the moment as Hank didn't want to hit a girl. Charles and Erik circled each other. Erik lunged forward, punching at Charles who hastily ducked and threw a weak punch back. Erik let it hit, not even blinking at it hitting his arm as Charles winced.

They continued like this for a while, Charles barely dodging, or getting hit while he kept trying to hit Erik. Erik, in the meantime either blocked every attack of let them hit due to the weak power behind them.

After a while it got to the point where Raven, Hank, Alex and Sean were all standing around, waiting for Erik to finish the match and keep teaching/training them.

"Charles, stop it." Erik growled, shoving the telepath away from him as he attempted to get him in a hold of some sort.

"I can't turn it off." Charles growled back, annoyed and tired. He hadn't slept last night, and a lot of Erik's bruising punches had landed and hurt. A lot.

"Yes you can."

"No, I can't. I'm not actively reading your mind, it just filters across my mind sometimes, especially when you think my name or direct your thoughts at me." Charles panted, ducking a punch only to get hit by a kick. He groaned and everyone in the vicinity reacted, all feeling the kick as if it hit them. It stopped suddenly. "Sorry, I slipped up." Charles apologised, stumbling up onto his feet.

"If you can't control your powers, you need to learn to. Do not use them." Erik growled, wanting to teach Charles how to control his powers. He had once said that Erik was stronger than him by far. Erik disagreed. The telepath was strong, stronger than he realised and if he didn't realise it, unlock the powers and control them then he was going to burn out.

"I'm not using them! It just happens. You stop using your ears right now!" Charles yelled, angry all of a sudden.

"I can't stop my ears from listening. Neither can you, but you can stop your mind from growing." Erik yelled back, punching at Charles.

"NO I CAN'T!" Charles screamed, throwing both his hands up with a furious look on his face. Erik felt like a stampede of bulls had hit him in the chest and he flew backwards across the meadow. Hitting the side wall of the mansion, Erik fell to the ground and groaned in pain. In moments, Charles and Hank were at his side, Hank checking the man over. "Shit Erik, I'm so sorry. I didn't mean to, I'm sorry." Charles said, clearly starting to panic. "Please be OK, please be OK. I'm sorry, I won't do it again, I promise." Charles sobbed. Unlocking his telekinetic powers had released a tsunami wave of memories, feelings and torture. Everyone around him reacted (groaning/wincing/crying etc) as his mind automatically connected with theirs and they saw and felt exactly what he was feeling.

'I'm sorry, I'm sorry, I didn't mean it, I won't do it again, I promise, I promise, I'm sorry, please be OK.' A young Charles sobbed, curled up in a ball, rocking back and forth. The room around him was a mess, everything thrown everywhere as if a storm had been through it. There was a circle around the boy that was clear of anything.

A groan echoed through the room and a slightly older boy sat up, a cut on his forehead with blood dripping down his face.

'This is a peculiar development.' A man's voice vibrated from the doorway. All X-Men (those experience Charles' memories as their own) felt a shudder of fear go through the boy as he stood and turned to face the man, snapping to attention. 'Cain, go to the housekeeper, get the cut looked at. You did fall from a tree outside after all.' The threat was evident in his voice. 'Charles, come with me.'

Something in the young boy snapped and he stood and glared at the man. 'No.'

'No?' the man repeated. 'Think about this boy, if you change your mind, I'll forget you said that.'

'No, I'm not going to go with you. I'm not a prisoner, I did nothing wrong. I will clean the mess, apologise to Cain but that is all.' Charles stubbornly said.

'Very well.' The man moved quickly, punching the boy, knocking him out. The vision went black and when picture returned, it was of Charles strapped to a table, a machine attached to his head. The man turned the machine on and white hot agony pierced the image, causing all four teenagers to scream and Erik to tense up, gritting his teeth and biting his tongue to avoid screaming.

All the mutants suddenly found themselves back on the lawn, never having left but feeling like they had.

"Charles, calm down." Erik recovered first, having had this happen yesterday. Erik crawled over to him and wrapped an arm around him, trying to get his shuddering sobs to calm down and even out. Raven was next to recover, crouching on his other side and wrapping her arms around him.

"I'm sorry, I'm sorry, I'm sorry, I'm sorry" Charles was still muttering, wrapping his arms around his chest.

"You're safe now Charles. I know it hurts but it is the past and it is over." Erik reassured the telepath.

Hank, Sean and Alex shared a look before Sean yelled, "GROUP HUG!" The three boys launched themselves on top of Charles and all five of them ended up sprawled on the ground in a heap.

Erik was about to yell at the boys for making things worst but paused mid-sentence as he felt Charles' shaking with laughter underneath him and Raven. Soon all of them, minus Erik, were in hysterics, peals of laughter rang across the grounds.

"Not being in our heads hasn't been healthy for you, has it?" Hank asked, being the most observant one in the group (aside from Charles and Erik).

"No it hasn't, but the Professor didn't want to intrude." Erik answered for him.

"Erik, it is fine." Charles struggled to sit up. The teenagers moved off him and sat around him, Erik stayed by his side, an arm around the telepath's shoulders as he sat cross-legged.

"No it isn't, we are your friends, you are our teacher and family. If it was hurting you, you should've said something." Raven interrupted.

"We're here for you Professor, if that means we can feel you in our minds all the time and you hear an occasional thought, then whatever, that's cool." Sean shrugged.

"You saved us Professor, and you are teaching us to accept our powers. We all need to learn how to accept other's powers, including you, but we can all do it together." Alex added.

Charles looked at his sister, his students and his friend and smiled at them, "Thank you."

The End

Thank you for reading, please review, and I hope you enjoyed it.