A/N: The song is called Smoke Filled Room by Mako. Obviously, I don't own it or X-Men. Of course this is totally common knowledge by now so why the heck do I have to bother with a disclaimer anymore? It's not like Stan Lee or whoever is going to randomly show up and bite me for not doing it... Right?

Isn't it a little late?
Shouldn't you fly away?
Little dove with cigarettes
Show 'em you can hold your breath

Logan had walked into the smoke filled room at 2 AM, not believing what his nose was telling him. When he first caught sight of her, he knew it was her, even before his heightened senses confirmed it. He watched her, sidling up to the man and fluttering her eyelashes. Part of him was floored. She had grown so much in the years since he had seen her, becoming a beautiful young woman. Before she had hated using her femininity to get what she needed, but now she was openly flaunting it. Her made up face and red lips were distracting, her curves even more so. As she brought the cigarette to her lips and smoked it like it was the most natural thing in the world, part of him was proud, even as the rest of him broke, remembering the little girl who had hated the smell of his cigar.

I heard about a girl
Buried her dolls and lost her curls
Painted on lipstick red
Grew herself up and then she'd

Erik thought about the girl he had once known. When they dragged her into Shaw's lab, the infernal numbers freshly tattooed on her arm, her green eyes had been full of rebellious resolve. She knew they wouldn't break her if she didn't let them and, by God, she wasn't going to let them. She had defied Shaw right and left, never giving him what he wanted. She had forced the soldiers and scientists to give her the respect she knew she deserved. She refused to be treated simply as a specimen. She had made Erik smile in those dark days as she openly made fun of the soldiers, even laugh as she disrespectfully mimicked Shaw, though he never caught her. She had given him hope, will to live. And then they had dragged her away. He had never been able to figure out if she had survived, lived through everything in one piece. She had lived, the proof was right in front of him, but she was not in one piece. The most important part of her, her spirit, was lost.

Walk into a smoke-filled room
Oh, no one could keep their eyes off you
Have a little drink or two

Charles' heart started to fall as he took in her appearance through Logan's eyes. She was in a smoke filled room, a seedy bar. A little black dress showed off curves she hadn't had when they were children. Tall heels, too tall for her, were on her feet, making her seem taller than she was, even though she was still tiny for her age, like she had been when they were children. A layer of makeup covered her face and as Charles watched, she lifted a cigarette to blood red lips. She laughed at something the man next to her said, not flinching when he came too close and let his hand drift down her body in an ungentlemanly way. Charles felt his blood turn cold, barely containing himself before he almost used Logan's lips to call out, to beg her to get out of that place. He wanted to cry, seeing the wonderful, innocent little girl he once knew pick the lecherous man's pocket with an ease that showed she had done it many times before. She then turned to work her way deeper in the smoke filled room, downing a shot of whiskey like it was water as she went. Her hips sashayed in a manner that demanded attention, forcing all the men in the bar to watch her, even though she had already had all their eyes. "Chuck?" Logan's voice had asked, breaking Charles out of his mental grip in which he was screaming for the girl he had once known, the one who had been carefree and moved with a contagious excitement, not this young woman who was too grown up and moved to attract attention. He steadied himself for a moment before trusting himself to answer. Bring her home.

Oh, how could you be that girl I knew?

Erik's eyes followed the girl now as she ascended the stairs behind Logan. She was so very different. She'd lost the spark of hope in her eyes, the faith that kept her through the camps. There was no mischief, no impish desire to live just because it would annoy them. Now, there was only heavy defiance. A determination to live, to fight, because she'd never known anything else.

How could you be that girl I knew?

Charles watched the girl walk away with Logan, his mind barely contained. He wanted so to touch her, to let his mind slip into hers and see where she had been these past many years. She was so different then she had been that day she had come to visit with her father. They had played all day together, exchanged addresses when it ended and then written each other daily until the war started. He had no idea what had happened to her after then. All his attempts to find her had ended in vain. She refused to be found.

Walk into a smoke-filled room
Little black dress and mama's shoes
Isn't it a bit too soon
Oh, how could you be that girl I knew?

Logan had had to contain himself as the man she was with coped a feel. His heart broke as the girl he had known, the little girl with an attitude so much bigger than she was, didn't do anything more than smile wider before picking the man's pocket. She grabbed a shot of whiskey and downed it as she sashayed those damn hips and walked further into the smoke filled room. A part of him was proud, she had finished the shot like it was water, not flinching in the least. But the rest of him mourned for the girl who scrunched up her cute little nose in disgust at the taste. "Chuck?" he asked his silent mind, waiting for the telepath to give him the okay to go get her. He couldn't help but smile when the answering thought came. Bring her home, Charles' voice had said. No need to tell me twice, he had answered.

Oh how could you be that girl I knew?

Charles had been excited when he heard Logan's voice in his mind, telling him he had found a new mutant on his travels. When Logan allowed him to enter his mind, see the new mutant through his eyes, his heart had leapt when he recognized her. The girl he had tried so hard to find was there, standing right in front of him, so close. She was older, now looking like a teenager instead of the little girl he had known. But it was still her. Despite everything, it was still her.

Walk into a smoke filled room
Oh, I believe love will follow you
Isn't it a bit too soon
Oh, how could you be that girl I knew?

She was a wildcard, never predictable. Logan and the rest of the unit had discovered that pretty quickly, even as she won her way into their hearts with her wide, questioning eyes and ridiculous sense of humor. She was uncontainable, able to move fast and fluid, make her decisions and stick with them with a stubbornness that was unparalleled. She was strength in its essence, but there had been nights when she let her strong exterior slip. Those nights she crawled out of her tent and sat beside him. He'd put his arm around her and they'd sit silently, him smoking his cigar, wondering about the nightmares that plagued her but never asking, her with tears dripping down her small face and knees to her chest, struggling against her inner demons. She had been mourned by the entire team the day she fell, taking brunt of the explosion that should've killed all of them. Logan had known she was still alive, but kept silent. He hoped that she would be able to find peace and happiness away from the team. Judging by her current appearance, the hardness in her eyes and rigidness in her movements, the way she had been acting in the bar and making her livelihood, she had only met more hardship.

Take a step around the room
And every head keeps turning too
Little dove, you fight 'em back
S
how 'em you're so much more than that

"Do we?" Eric had answered when Charles told them they had a new mutant coming. Before he could ask further questions, an image flashed in his mind of a girl in a smoke filled room, most likely a third rate American bar, wearing a tight black dress and tall heels. Dull, resigned, bitter green eyes stared out from a heavily made up face. He felt recognition slap him in the face as he realized it was her. She was grown up now, a young woman. Her black dress clung to curves she hadn't had before, showing them off in a way that was mean to attract all the wrong attention. Her heels were very tall and a little too big, but she wore them with an ease that made his heart hurt. He watched as she lifted a cigarette to her red stained lips, smoking it in a manner that was almost as though she was showing off. He tensed as he watched the man she had been talking and laughing with run a hand along her body in a lecherous manner, expecting her to retaliate and nearly screaming in pain as she simply smiled, leaning forward a bit to pick the man's pocket. As he watched, she turned away and made her way further into the smoke filled room, sashaying her hips in a slightly exaggerated manner and downing a shot of whiskey as she went.

I heard about a girl
Buried her dolls and lost her curls
Painted on lipstick red
Grew herself up and then she'd

She's here, Charles thought. She had literally stumbled into his house, led by Logan. But she was so different now. She had lost her carefree walk, replacing it with the smooth, determined walk of a soldier. There was no happy bounce, only deadly silent movement. She moved like a panther now, not a puppy. The long curls that had reached all the way down her back were cropped short, above her ears. It hurt Charles to see. What kind of pain had she encountered to turn into such a person?

Walk into a smoke-filled room
Oh no one could keep their eyes off you
Have a little drink or two
Oh, how could you be that girl I knew?

Logan strained his ears to hear the girl climb the stairs behind him. She was good, her steps were completely silent now, even in the heavy combat boots she was wearing. When she first showed up in the camp, holding up under the stares of the other members of the unit, her steps had still been audible, her movements not entirely smooth and silent. She had had a lot to learn then, but she learned it quickly. He still hadn't met someone with her drive, her push. Nothing stopped her once she made up her mind. So why had he found her in that smoke filled room?

Walk into a smoke-filled room
Little black dress and mama's shoes
Isn't it a bit too soon
How could you be that girl I knew?

Charles watched the girl walk away, his mind barely contained. He wanted so to touch her, to let his mind slip into hers and see where she had been these past many years. She was so different then she had been that day she had come to visit with her father. They had played all day together, exchanged addresses when it ended and then written each other daily until the war started. He had no idea what had happened to her after then. All his attempts to find her had ended in vain. She refused to be found. And now here she was, so broken.

How could you be that girl I knew?

Erik shook his head, almost wanting to cry. She couldn't be that girl he once knew. That girl wouldn't have let herself fall so far. What could have happened to break her so far?

A/N: Ugh, so I was terrified I wrote myself into a corner with the last chapter. I spent like, three days trying to figure out where the heck I was going to go from there when all the sudden I caught a snippet of this song I was listening to. I had been listening to it for probably about a week and, like the idiot I am, I hadn't looked at the lyrics. I finally looked at the lyrics though and I was like "Damn I love this! I want to do a song fic!" and then I got the idea to use it for this chapter and everything fell into place! Whee! Seriously though, new respect for all you song fic writers out there. It is WAAAAAY harder than I thought! It took me an entire day and a little more to get this sucker done and it usually only takes me a few hours. Now, I'm gonna go get myself some coffee. I didn't get to sleep until at least eleven last night and I woke up at like four thirty this morning.