Disclaimer: I do not own Twilight or X-Men (the animated series, just called X-Men) or any of the characters, and I do not make money from these writings.

Pairings: Carlisle/Xavier (Charles), Esme/Wolverine (Logan), Charlie/Storm (Ororo), Edward/Gambit (Remy), Bella/Rogue, Alice/Jasper, Emmet/Rosalie, Scott/Jean

Warnings: AU (Charles Xavier can walk, and takes place after New Moon, but some details of Eclipse are going to be put differently into my story), will have SLASH YURI and HET through the story! crossover with Twilight and X-Men, at least some slight spoilers for Twilight books, Language, Violence

Will take place mostly in the X-Men Universe with aspects (and people, obviously!) from the Twilight books. This is my first Twilight fic! It wasn't my first idea for one, but I just had to write it when I thought of it! I really hope everyone likes what I've done with it!

Summary: In the Twilight verse, after their visit with the Volturi (in New Moon) Bella and Edward realize their feelings have changed over the months they had been apart before that and are now just friends. Esme and Carlisle have been growing apart for a long time now and get a divorce, but still stay together with the family. Bella (still human) has turned twenty, and while flying out to New York to check out a collage with the whole Cullen family and her father Charlie (who still doesn't know about the Vampires), something happens that will change their lives forever, and push them close to some unusual people with extraordinary powers. (It will all make sense in the first chapter! Hope you like it!)

Just so no one gets confused, I'm going to explain a little about the first chapter. Everyone starts out on a plane in first class, I have no idea what a plane looks like except from movies. But I'm making a few changes, this first class will only have two rows of seats along the compartment and two seats across each row. Just had to clarify that because I have NO idea what first class is supposed to look like! I have to have it look like this. (You'll figure out why!) Just ignore my ignorance!

'Thinking'

*Telepathic Speaking*

/Alice's Visions/

Chapter 1-Unexplained Attraction

*Carlisle's POV*

We were the only ones sitting in First Class right now. I was sitting by myself, with Bella and Charlie behind me. Alice and Jasper were across the aisle from me, Esme and Edward behind them and finally Emmett and Rosalie behind them. Everyone was surprised when Charlie wanted to come see the university with us. He said he wanted to spend as much time with his daughter as possible before she moved away with us to start college. I guess it was understandable, since she wouldn't be able to see him after her change into the undead. She still wanted to be changed even though her and Edward broke up.

I really wish it had worked out between my 'son' Edward and Bella. But I knew better than anyone how easily you could fall out of love, like I had done with my Esme. It was a mutual divorce, but we would always be friends, nothing would change that! I just hoped that someday everyone would be able to find their true soulmates. I was rather anxious to go so I whispered softly to Alice, knowing she'd hear me.

"How much longer?" I asked, watching as her eyes blanked momentarily.

"Just a few more passengers then we'll take off." I nodded and tried to relax into my seat, when an unbelievably delicious smell infiltrated my senses. My eyes turned quickly to the smell. A group of four people were just heading into the compartment with us. There was a brown-haired man with ruby sunglasses holding the hand of a beautiful red-head, a tall woman with brown wavy hair with white stripes of hair along each side of her face, and a bald man walking behind the rest of them.

There was nothing remarkable about him, and yet I had a strong urge to yank him into my lap and inhale that wonderful sent permeating off him. I felt my desire burst forth as he looked into my eyes briefly, his blue eyes piercing my very being. I felt an immense panic set in as he continued walking to his seat, my muscles tensed as I was about to jump after him when I felt a wave of clam coming from Jasper. I relaxed instantly, feeling my desire push to the back of my mind.

I sighed in relief and whispered a 'thank you' that with his advanced hearing he was bound to hear. He gave me an odd look over Alice's head and I shrugged in confusion. I didn't know why I acted like that, it was completely uncalled for. I sat back and ran my hands through my hair and tried to not think about the man sitting just a couple seats away.

X X X X X X X X

*Charles' POV*

Jean, Scott, Rogue and I had just gotten done with a meeting we had to go to in Washington, quite a ways outside a small town named Forks. We had left the X-Jet at the Mansion, leaving it in case the others needed to help with a crisis anywhere. The meeting turned out to be a complete waste of time. Just some hot-shot scientist who thought they had a cure for the mutant gene. We always had to check this stuff out, that's the reason why Rogue had insisted on going. Poor girl! I can't imagine how tough it is to not be able to touch anyone and then have someone say they have a cure only to find out it doesn't work. 'I just hope she can find SOMEONE who she can touch without fear of killing them.'

We boarded the plane and headed to first class. There were already several people there but only one caught my eyes. It was a young man sitting by himself. He was rather pale but his blond hair and honey colored eyes seemed to intensify with his skin color. 'My...god! This man is an angel sent from heaven!' I couldn't take my eyes off him, the intense look he was giving me set my blood on fire. 'I've...never felt this way about anyone!' I'd been with men before, but none as magnetically attractive as this man. Even though the black marks under his eyes suggested he didn't sleep much, they didn't mar his beauty at all. I forced my eyes away as I continued to my seat, feeling his eyes bore into my back as I walked away.

Once seated I sighed softly. 'This is going to be a long flight!' I muttered to myself as I watched Jean and Scott kiss deeply in the seat across from me.

I wished I had taken the inside seat instead of Rogue, I rather would not like to think about running into that man's lap and kissing him thoroughly through the flight due to Jean and Scott with their incessant kisses and touches. 'What the hell is wrong with me? I'm acting like a hormonal teenager!'With an immense effort, I managed to push my desire into the back of my mind and turned my attention to the girl sitting next to me.

"Rogue?" I questioned her softly, watching her face turn around and noticing the sadness in her gaze. "Are you holding up okay?" She sighed softly and shrugged.

"Ah don' know Professor." Rogue started, frowning as she worked out her answer. "Ah'm extremely...frustrated! Ah jus'...don't know how many more fake 'cures' ah can take. I jus' wan't ta be normal." She said sadly. I patted her gloved hand gently, careful of her bare arm.

"We'll find a way to help you, Rogue. It will just take time." She muttered under her breath. I sighed as she turned away to look out the window, feeling extremely sorry for her as she barely could hide the tears in her eyes. 'I wish there was something else I could do to help her.' I frowned and found myself slipping into a deep sleep after a few minutes.

X X X X X X X X

*Jean's POV*

*Damn it! He's doing it again!* I said to Scott hearing him chuckle at my discomfort. "Aren't you bothered by it?" I asked my husband, frowning angrily.

"Not at all, dear! If it's bothering you that much, wake him up!" Scott said, grinning at me. I sighed and moved across the aisle to try to wake Charles up.

"Professor!" I growled, shaking his arm with more force than needed. He moaned softly, head lolling to the side. Rogue woke up abruptly next to him, looking extremely embarrassed.

"Oh my! Ah hate when he does that!" She said as I shook harder on his arm.

"Charles!" I said sharply. Finally he jerked awake looking disoriented.

"Jean?" He questioned softly, looking up in confusion.

"You were projecting." I growled, crossing my arms angrily as I slid back into my seat, huffing in irritation. Charles smirked, an amused look plastered on his face. Scott placed his arm around my shoulders, squeezing softly.

"You can always retaliate." I smiled happily at that, my husband always knew what to say. I kissed him deeply and felt my irritation disappear, only to have my desire start up again.

X X X X X X X X

*Jasper's POV*

'These emotions are going to drive me insane!' I growled at the people in the compartment with us. Alice noticed my discomfort and quietly asked what was wrong I whispered back. "That man is having an...extremely erotic dream and its rather distracting me."

"Hmmm..." Alice, my beautiful wife whispered erotically to me. "When we get to a private area I'll have to help you with your...problem." I smiled happily at her.

"You know just what to say, don't you?" I asked, she just laughed and pulled me into a deep kiss before settling back in her seat. Once the man was woken up by his friends, I frowned at their conversation. It made absolutely no sense. How did SHE know what he was dreaming about, and why was she so irritated, and aroused? The girl next to the man was embarrassed and the man across the aisle was amused as was the bald headed man. 'Hmmm...this is going to be a very interesting flight. It's only been an hour and a half we still have about an hour left.'

X X X X X X X X

*Carlisle's POV*

I found myself fascinated with all of the humans in the front of the compartment, but mostly the man...Charles. 'That is a wonderful name...' I thought, smiling softly at him. When he was dreaming I could smell his arousal and knew he was dreaming about something erotic. That smell was even more intoxicating than his own scent. Jasper shot me an irritated look and I tampered down my emotions, trying to keep them under control.

'What am I supposed to do? I've never felt this strongly about anyone, not even Esme! How could a human, a man at that, make me feel this way? It's impossible!' Both my hands ran through my hair, mussing it up. I felt happiness wash through me and realized Jasper must be getting tired of my mood swings, but I couldn't help it. I found myself listening to Charles' voice, allowing it to sooth my tortured mind.

X X X X X X X X

*Charles' POV*

It was much harder to not think about that man sitting behind me after that dream I'd had. Thankfully, in my dream it wasn't the man. It was just a woman that looked very much like him, and hopefully no one would make the connection. It appeared that only Rogue, Jean and Scott had seen my dream when I'd accidentally projected it.

'I hate when that happens...' Even though I was the most powerful telepath, my dreams sometimes got out of hand. Like today. I excused myself after several minutes, needing to clear my head. As I walked to the bathrooms, I couldn't help my eyes from latching onto the blond-haired angel. His eyes immediately found my own and I felt my heart skip a beat then pound fiercely as he smiled beautifully at me.

'Good lord! If had a heart attack right now and died, I'd be a happy man!' I thought as the look on his face sent the desire racing through me again. My eyes shot to the stewardess and I stepped to the side allowing her to pass. My heart leapt into my throat as the man's arm brushed my lower back when I stepped too close. I was surprised by how cold he was, I could feel it through my shirt. The stewardess passed me and I hurried into the bathroom, needing to compose myself.

I splashed water onto my face, trying to cool my heated body. 'This is ridiculous!' I stared at my reflection in the mirror and gasped. My eyes were darker than normal, heavily lidded with desire. I'd never seen them like that before!

It took me several minutes before I was calm enough to head back out. As I was walking, a sudden jolt made me fall to the side, landing on a certain blond-haired man. 'Damn it! Why me?' The first thing I noticed was how hard his body was under mine, the second was once again how cold he was. I felt my face heat up with embarrassment and quickly stood, holding onto the chair in front of me as the plane continued to jerk around.

The girl across the aisle suddenly jerked straight, gripping the man next to her. "Jasper!" She gasped, eyes wide with shock. "We just disappeared!" The man's eyes turned confused at her confession. I shook my head and moved over to my seat.

"Professor!" Rogue tugged his arm frantically. "Look!" She pointed out the window, I leaned over and saw the cause of the disturbance on the plane. I sighed and sat straight.

"Magneto..." I whispered softly. *Jean, do you think you can land the plane?* I questioned, referring to her use of her telekinetic abilities. *Yes, I can.* She responded and I nodded. I fidgeted in my seat and could tell both Scott and Rogue were itching to fight.

"Professor..." Rogue said, I shook my head knowing what she wanted to say.

"This isn't the time, once we land." She sighed in irritation and watched out the window as they moved closer to the ground. I watched Jean struggling to land the plane. I moved over to stand next to her, placing a hand comfortingly on her shoulder. *You're doing fine Jean, just keep calm.* Jean worked the plane down into an empty field not too far outside Westchester. She sighed in relief, exhausted from using her powers. Scott wrapped his arm comfortingly around her shoulders.

Suddenly the side of the plane was peeled open, revealing Magneto, Sabertooth, and Mystique. "Rogue, Scott go." I commanded, watching as they hurried out of the plane to face their enemies. I moved back to Jean's side. "You just rest Jean, they can handle it." I was surprised as she jerked into an upright position, her face contorted with anger.

"I'm not a child anymore! You can't tell me what to do!" I jumped back in shock. She hadn't spoken to me like that since she was a teenager! Before I could say anything to her she used her powers to fly out of the plane to help her friends.

I frowned deeply as the battle began to unfold. Jean had been acting strange for a while now, and I had a pretty good idea of what it was. 'I wonder if she's told Scott yet. That man is so unobservant sometimes...' I mused thoughtfully, wishing I could fight with them. 'Sometimes I wish I had something other than telepathy.'

X X X X X X X X

*Carlisle's POV*

None of this makes sense! They were human but this was impossible! I watched out the window as the man with the ruby glasses shot red beams from his eyes at the large feline-like man. The blue woman changed shapes often while the red-haired woman fought with her. The brown-haired woman attacked the man with a strange looking helmet on. It appeared to be that he could control metal as he flew parts of the plane at the other people.

"Alice?" I questioned softly, turning to look at the spiky-haired girl. "Do you 'see' anything yet?" She shook her head.

"I don't understand it! Its so frustrating!' I nodded and turned to look at Edward. He moved over to stand next to me, leaning down to look out the hole.

"I can read all those people, except the man with the helmet, the red-haired woman and the bald-headed man." He stated plainly, frowning slightly. "I thought just Bella was an exception to my gift, but apparently not!"

"What are they thinking?"

"Well...they apparently know who their fighting, from the sounds of it they've fought before. There's something strange though..." He froze suddenly, glancing up quickly. I followed his gaze to land on Charles who was watching the battle intently.

"What is it?" I questioned, irritation showing in my voice.

"I can 'hear' his voice..."

"I thought you couldn't 'read' him?" I asked, confused now.

"No...I can hear him in the minds of his friends..." My eyes widened in shock. Glancing back up at Charles, I realized he WAS concentrating a little too hard on the battle.

"Hmmm...they certainly are an interesting bunch aren't they?" I questioned, my gaze locked onto Charles, the sight of him fueling my desire once again. Edward was watching me strangely, but I ignored him not ready for his questions.

X X X X X X X X

*Charles' POV*

I was keeping telepathic contact with my students, although I was avoiding contacting Jean. I wasn't willing to face her wrath when she was angry. I watched as Mystique was taken down by Jean. Then saw Sabertooth sneaking behind Scott. *Scott! Watch out!* I sent to him, but it was too late. Sabertooth slammed his fist into the side of his face, his glasses falling to the ground. I gasped as the beams headed towards the plane, right where I was standing. Thinking fast I leapt down to the ground below, I dropped to my feet and fell into the ground. The last thing I saw was a pair of honey colored eyes before the darkness took me over.

X X X X X X X X

*Carlisle's POV*

I didn't react fast enough to catch him when he fell. I appeared next to him a second after he dropped, carefully checking his wounds. 'He's bleeding...' I knew he was still alive, his heart was beating and I could hear him breathing. I sighed in relief at that revelation.

"Well, the cat's out of the bag now." I heard Edward mutter, he flashed down next to me. I could tell he wasn't breathing right now, trying not to smell the blood.

"Sorry about that." I whispered, looking up I could see Charlie's confused face and motioned to Edward. He flashed back up and reappeared with Bella's father, setting him next to me. "Charlie, we have a lot to explain but now is not the time, alright?" He nodded and watched as the rest of the Cullens flashed down with Bella. My family moved away from the smell of blood and moved to help the three others fight.

The blue woman, the larger man and the man with the cape left quickly, not willing to take on so many people at once. The red-haired woman handed the man his glasses back and headed over to her fallen friend. "We'll take him to our house now." She said in a firm voice. I felt the hair on the back of my neck bristle at her tone. 'How dare she talk to me like that!'

"I'm a doctor." I said in an irritated voice, carefully lifting Charles into my arms. Her eyes flashed with anger and she made to move towards me, but was stopped by a hand on her shoulder.

"Now Jean, we have a lot of things to talk with them about. We should take them to the mansion." he suggested, her anger flared again and she threw his arm off her shoulder and glared at him.

"Well you do whatever you want then, Scott!" She yelled at him. "Just don't expect me to join you!"

"Jeannie...what's gotten into you lately?" Scott asked, a sad expression crossing his face.

"I don't like them Scott, there's something...strange about them." She glanced uneasily at us. I clutched tighter to Charles, afraid she'd try to take him away from me.

"Jean..." He smirked at her as if sharing an inner joke with her. "There's something strange about us as well!"

"I...I'm just not...comfortable around them. I'll try to get along, but right now I just need some time alone." Scott nodded at her and she flew off.

"Well," I started, moving closer to the strange humans. "We need to get you're friend to your house immediately, lead the way and we'll follow." The two of them stared strangely at us and Emmet laughed.

"Don't worry!" He said smirking. "We're very fast runners! That woman can fly you and we'll run along under you!" The humans frowned but agreed and took off, we in pursuit. Emmet was carrying Charlie and Bella was slung over Edwards back, just like old times...

tbc

So? What do you think? Please review and let me know what you think!