Hey there everybody! This is my first fan fiction ever! I'm extremely proud of myself :D PLEASE PLEASE PLEASE read and review, but be gentle as its my first time. No flames please.

Anyways, about the story. Erik and Charles go an another mission to recruit more mutants during X-Men: First Class. They run into an old acquaintance or two of Erik's. And he is also forced to visit some places important to his past. Along the way, old (most likely painful) memories begin to resurface. Charles witnesses those memories, and thus learns more about his friend and tries to comfort him. Erik gets some things off his chest. So far it can be read as friendship, or slash (but i prefer slash). Rated just to be safe, for darkness, violence, maybe adult themes and swearing (mostly for later chapters).

So, enough prattle. On with the show!

Chapter 1

The Angel

In which Erik revisits a childhood memory and his pre-war home.

"Why did we have to come here Charles? Surely there are other, more powerful recruits to prospect? And probably much closer to home as well." Erik Lehnsherr paused with a faint expression of shock when he realized he had used the word "home" to describe Charles Xavier's mansion which now doubled as training facility and safe haven for six mutants and one CIA agent.

Charles raised a surprised yet very pleased eyebrow at his friend's use of the descriptive. He had not thought the older man was at all comfortable at his mansion, maybe Erik's discomfort wasn't as bad as he made it seem…

Recovering from his momentary confusion Erik continued "This is a completely unnecessary waste of our time and your money".

"Erik, if you are so against this, then you can go wait at the hotel." laughed Charles, ignoring the ever present buzz of Erik's thoughts and his sudden look of indignation. "And I told you before we left, there is a man here with extreme telekinetic abilities, we really could benefit from having one such as him on the team".

The two friends walked side by side in silence, along the slightly industrialized looking suburban street of outer Düsseldorf as Charles sensed the tone of Erik's thoughts shift from growing irritation and apprehension to reveal faint anger and anxiety.

This puzzled Charles slightly as he had never felt an emotion like anxiety coming from his best friend in all the time Charles had known him. Which, yes if he must admit hadn't been very long. But with his power and the connection he had felt from the very beginning to Erik, Charles liked to think he knew the other man quite well. And it was true that he knew Erik exponentially better than anyone else.

His chest swelled with pride at the thought.

Although his feelings of satisfaction soon dimmed as he once again tuned in to the emotions that coloured Erik's thoughts. As always they were very strong, more potent than most people, but usually very different to what he what he was feeling now. Erik's emotions were usually anger, annoyance, restlessness, with a remarkably strong under currant of revenge that was ever present (which was obviously rather unsettling for Charles), and once when they had first met, a terrifying, seething rage that Charles tried to avoid triggering at all costs.

But this was different. He had never before felt something so akin to fear in his friend.

Charles wanted to ask him why he was feeling this way, but chose not to as he knew Erik would not appreciate the mind reader's attempt to poke his nose into other people's business, as Erik would see it. The young professor briefly considered delving into his companions mind to seek out the source of his distress, but immediately discarded the notion on the grounds that if he did so without his permission, Erik would never trust him again.

"Is something else the matter Erik?" Charles blurted out as he couldn't stand just watching while Erik's anxiety grew.

"Not at all my friend," replied Erik, as he smirked "I was simply contemplating how inconvenient it is to travel alone with a mind reading professor that has the insufferable habit of assuming he knows everything."

"Point taken" Charles smiled, and tried to forget the matter.

But as he watched his friend look about them with his standard expression (or façade in this case) of cool indifference, he couldn't help but think of a cornered dog as he noticed the tense set of Erik's broad shoulders and slightly frantic look in his grey blue eyes, darting around, taking in there surroundings as if looking for an escape.

Something was definitely wrong. It was unnerving.

The younger man decided to monitor his friend, (discreetly of course, Erik would kill him if he caught on to what he was doing) just in case it grew to much for Erik to handle by himself. Even though Charles knew he would never actually ask him for help, Charles was pretty sure he knew what signs to look for.

I remember this place… whispered a faint voice. Charles snapped his head around to face Erik. "Did you say something?"

"No" scoffed Erik before resuming his tense surveillance of the empty street.

Charles frowned, puzzled. He had defiantly heard something, but as it was the middle of a weekday there was no one in the street close enough to over hear, so that left only Erik. And as he hadn't said anything…that meant it was a thought of his. And if Charles didn't know better, he would have thought that was impossible.

Erik had developed remarkable control over the volume of his thoughts since that first night they had met in the water. Erik's mind screaming for revenge, Charles had heard him from over 100 meters away. Which was remarkable as Charles had not payed any attention to the water itself, thus was not looking for anyone there. Of course, Charles mental reach was quite vast, but if Charles wasn't looking for something in particular, chances were he wasn't going to notice anything. As such, the powerful telepath was understandably shocked when he heard a remarkably forceful consciousness, screaming in the water so far away.

But since that first night, Erik had ensured that his mental voice was quiet enough that Charles couldn't hear defined thought from his friend it if he didn't try. And he never tried without permission.

So what was that I wonder? What caused him to slip up? Fathomed Charles as he kept pace with his friend. As he pondered this odd occurrence and wondered if it had something to do with Erik's strange anxiousness, suddenly an image consumed Charles vision.

A small brick house with a brown tiled roof. Two windows, one either side of the wooden front door. Front of the house lined with a small patio, raised slightly form the ground. A well tended front garden, populated by many red and white rose bushes. A waist high hedge lined the front of the property, acting as a barrier of the side walk.

A tall man, the spitting image of Erik if he were a few years older, wearing a cheap business suit and wool coat. Sitting on a rocking chair while reading a newspaper. His attention consumed by reading, he flinched in shock when a smiling, thin woman with lovely grey blue eyes walked up behind the man and embraced him. Overcoming his momentary surprise, the man's lit up as he turned to kiss the woman with the striking eyes.

Erik's eyes.

These are Erik's parents, Charles realized. WERE, Erik's parents. Charles corrected himself. He had gathered from Erik's insinuations that his parents were deceased.

This must have been Erik's home.

As soon as he made this connection, the image vanished, and was replaced with the ordinary street.

Charles shook his head in an attempt to rid himself of the disorientation that came with such a forceful memory, for it must have been a memory of his friend's childhood. Although it must have hit him hard and unawares for Erik to loose control and broadcast the image as he had. He looked at Erik, who was staring tensely at a small brick house down the street, on the other side of the road.

As Charles looked harder at this particular house he saw the brick walls, the brown tiled roof, two windows, patio and an overgrown, wild garden.

The house from Erik's memory.

"Erik? What…?"

Erik tore his eyes from the house reluctantly to look at Charles. As he took in Charles expression of shocked sadness his eyes grew cold as he saw that Charles had witnessed the forgotten memory.

Charles quickly tried to compose the expression on his face as he sensed Erik's anger at showing weakness. He knew the last thing Erik would appreciate was pity, especially from his only good friend.

"Erik-I-"

"You saw" it was not a question. It was an accusation.

"Y-yes" there was no point in denying it, he wasn't going to lie to the older man. "You lived here when you were a child". Another statement.

Erik glowered at Charles, determined not to answer and risk the telepath feeling any sorrier for him than he already did. Suddenly Erik sighed; Why not just get it over with? What's the harm in one person knowing? No doubt Charles was going to draw the information from me one way of the other. At least if I tell him anything it will be on my terms.

"Yes" another sigh, impatient this time. "I lived here with my parents for my entire childhood. Until…the SS came knocking at our door late one night."

Charles paled at his casual mention of the Schutzstaffel, the Nazi Party's so called "Protection Squad", whose duties bestowed by Hitler were to supervise and operate the concentration camps. the SS's other main tasks were to hunt down, capture and kill as many members of racial minorities as they could, among other such acts of inhumane brutality.

Erik smirked bitterly "I'm sorry Charles; I shouldn't have told you that. My story is too brutal for one as innocent as you" Erik turned away and continued walking down the street.

Charles opened his mouth to protest, and paused. Compared to Erik I AM innocent…

Rethinking what he was going to say Charles jogged to catch up with the taller mutant. "Wait…I-I want to know Erik. Let me in. Let me see what you saw."

Erik looked at him with narrow eyes "You really want to know what happened to me?"

"I do" Charles nodded fervently. Making sure to display complete honesty in his eyes.

Erik deliberated for a second and then pointed to a large blue stone house on the corner of an adjacent street, nearby his old home.

"This was the home of Victorie Austerlitz. She was my first and longest friend. She was my age"

A picture of a young girl, about 10 years old, filled Charles head as Erik talked. She was short and slim. With pale skin and dark brown hair that grew in ringlets to her lower back. She had big chocolate brown eyes, filled with laughter, kindness and joy. She seemed innocent but wise beyond her years.

"She liked to wear flowers on her clothes or in her hair; she would often make herself a halo of flowers to wear for the day. She was brave, and she drew out the best in everyone who knew her, and most of all she protected what she believed in, and stood up for those that needed protecting. I should have known that she would never survive the Nazi regime"

The girl in Charles head, Victorie, grinned. The expression was all joy and love and happiness. It lit up her whole face, the space around her even seemed to glow. The feeling that flowed though the memory of the girl was one of peace, contentment and awe.

Charles thought idly, She may have some sort of mutation, there is just something more to her than is purely human.

As the image faded he asked "what happened to her?"

Erik's expression darkened and his voice shook with barely restrained rage "She was beaten to death by an SS officer in the local park. She had stood up for a friend against him," From Erik's tone when he said 'friend', Charles gathered that Victorie was standing up for Erik himself. "The officer thought she was being impertinent. When she didn't back down he killed her in front of everyone present. He took her body with him, I never saw her again"

An image flashed past behind Charles eyes so quickly that he knew Erik had been trying to hide it, but the emotion it evoked was to strong to hide it completely.

It was a halo of white roses lying on the ground. Two flowers crushed, perhaps by a foot, surrounded by stray white petals. A few of the roses splashed with what was unmistakably blood. By the emotion coloring the memory, Charles guessed that Erik had probably given her those roses from one of the many rosebushes in his garden.

They two companions stood in front of the house for a few moments as Charles tried with difficultly to control his tears. He couldn't let Erik see them, he would think it was pity for him that made him weep, not grief for the girl he wanted so desperately to meet. To protect from a horrific fate.

When Charles felt that he was steady enough to speak. He gently nudged Erik's mind with his own and slowly tried to sooth his emotional friend.

Calm your mind, my friend, calm your mind. Her suffering is over. She is at peace.

"I am thankful for that, that she didn't live though the horrors that I did, I'm glad her spirit was never broken and monstrously altered as mine was"

Your not a monster Erik. You have so much good in you. You've just never thought to use it. I've seen the good in you Erik, and it is magnificent. I have no doubt she saw it too.

Erik looked stubbornly into the distance and Charles took that as a cue to drop it.

"What happened to her flower halo?" Charles cautiously asked. He felt that he just had to know.

"I buried it under her favourite tree in the park. In a wooden box."

Charles nodded. It was apt.

"We should keep going…" stated Charles reluctantly; he really didn't feel like recruiting anyone just now. "The mutant's home is just a few streets away"

"Right" mumbled Erik.

With a last glance at the house, Erik followed his friend (that so reminded him) of a little girl who wore flowers in her hair that had had also had faith in him.

And look what happened to her…He thought miserably. I won't let him down like that. He will never be harmed on my account. I'm so sorry Victorie…

The next chapter will be up soon. As soon as I can edit it to my liking.

So what did you think? Like it? Love it? Have constructive criticism? THEN REVIEW IT! please!

Maybe even add it to your Story Alerts...I'm just putting it out there. No pressure...just sayin...