A/N: OKay so after two days of battle for the ability to post my chapt, here it is. This is all from Scott's point of view, like last chapter was all from Izzy. Please tell me what you think, as Scott is one of me least fav. characters in X-men, so I struggly with him a bit. This is all a flashback about Emma'a time with Xavier, or at least my version of it.

I have not followed any cannon for this little memory, so all the liberties i've taken are my own, as I am writing from Movie-verse. Please, At least 20 reviews, now, before i start the next chapt. I really do want to know what you all think. It's a big help, and reading them makes me want to write more and keeps my steam alive.

Chapter 9

Emma Frost. The name struck so many childhood memories in Scott. She had come to the mansion around the same time that Scott had, and their circumstances couldn't have been more different.

He had been a scrawny scared kid, distrustful and in dire need of having his mouth washed out with soap. A former hustler, he hated to have people touch him, or even look at him funny, which had been the source of a lot of arguments between himself and Jean in the early days. Jean had always been a touchy-feely person. Jean had nurtured him, cared for him, forcing her way under his skin, until one day Scott had realized that he cared for her right back.

Emma however, she was young, rich, spoiled, and very arrogant. Clashing with Jean over their shared telepathic gifts, the front lawn had been a common place for telepathic battles of will, usually ending in a draw. Emma was as icy was Jean had been warm, distant and haughty the only person that she had grown close to, surprisingly, had been the older Hank, in and out of the school as her danced his way through the beginnings of his myriad degrees.

And with Scott… the two teens had recognized in each other one of the many personality traits they shared. It was a gleam in the eye, a will to survive; to do anything to stay on top, to get so far ahead they wouldn't have to worry about looking behind them. Emma had been willing to use and manipulate people to achieve this, and Scott had been willing to be used and manipulated.

They had danced around each other for days, and while Jean was trying to comfort the frightened child he had been, Emma had respected what he was.

The two women had been very similar polar opposites.

Scott could remember with their rivalry had changed into something more. It was right after Xavier had sent them out into the real world, to fight as he wanted them to, to help the others like them. Scott knew, looking back, that they had been far from ready.

It had been an experimental facility, full of mutants trapped in cages and angry, morally corrupt doctors and scientists. The five of them-- Scott, Hank, Emma, Jean and Ororo-- had split into two groups. In one Hank, Ororo and Jean would free the mutants that were being kept, and in the other Emma and himself would destroy all the files and records kept on said mutants, as well as erase the memories of all the personnel at the facility. Jean had also been charged with this task.

"Where to next?" Scott had panted, out of breath from the dash from the basement to the library, a trail of melted and destroyed machinery and rooms behind the pair.

Emma and turned upon the collapse of the two guards, her eyes glittery and out of breath as well. She frowned for a moment and said "Still forward. The main computer databases should be at the end of this hall."

It hadn't occurred to Scott then to question Emma's actions, he himself had been so unfamiliar with telepaths despite living with three.

When they had arrived at said room, two bulky men a whirled about from watching the screens that covered one wall and jerked up rather odd looking weapons. As quickly as they had turned, they lowered their weapons and floated out of the room, much to graceful for beings with so much muscle.

To this day, Scott could not forget the glassy, empty look in their eyes.

"Those are it," Emma had announced, pointing to the wall opposite the screens.

"On it," Scott had replied, thinking nothing of taking orders from Emma. It had seemed an incredibly natural thing to do.

While Scott's world had flashed red, Emma had drifted closer to the screens.

"Oh, darling," Emma said after a moment of silence, the smoldering hardware sending rancid smells into the air. "I believe your little teddy-bear is making Hank and Stormy-girl wait for us."

Scott turned around, his eyes safely covered by his visor. On the screen above Emma's head a small picture of a visibly upset Jean blared out, flickering occasionally. She was waving her arms, gesturing down the hall towards what, Scott couldn't tell. Hank seemed to be trying to calm her, waving a hand towards the opposite end of the hallway. Storm danced nervously behind Hank, her head swiveling to and fro. Then what Jean had been gesturing at came into view, the two guards from before, still floating oddly on their feet, undeterred in their destination by the sight of the three young people in the hall. Jean continued to gesture, but Hank and Ororo went still, staring at the men as they floated around them and continued down the hall.

Scoot leaned closer, squinting at the screen in an attempt to see the tiny figures of his fledgling friendships more closely. Jean was crying.

Scott felt something go tight in his chest, spreading until it clogged his throat. Without a word to Emma he fled the room, heading back to their rendezvous spot. He could have sworn he heard Emma sigh behind him.

It took Scott only a matter of minutes to reach Jean and the others. Jean turned towards his pounding approach, her face pale and tear-stained, big brown eyes wide. Scott thought for a moment that Emma calling her his teddy bear was oddly applicable.

"Scott…" Jean had whispered.

"Scott." Hank's voice was deep and serious. Commanding in the way that only an adult's could be. "What did you let Emma do?"

"Emma? Wha--?"

"Honestly. You all act as if the boogey-man has just arrived." Emma waltzed down the hall, arms crossed, looking as grand and aloof as she always did.

"Emma," Hank said, still using his adult voice. "What have you done?"

"Apparently the boogey-man is me." There was a petulant note in Emma's voice.

"How could you?" Storm was the youngest of their group at thirteen. A very pretty and fragile looking girl, though fragile was not the thing to describe the tough life the child had lived through. She was now looking at Emma as though she actually were the boogey-man.

Scott had frowned at his compatriots. "How could she what?"

"You destroyed those men, Emma. How could you do something so awful?" Jean sounded as appalled as Ororo.

Emma turned to stare at Jean, her disdain obvious as she gazed at the lanky red-head. "How could I, Jeannie? How could they? Cage us up like we're animals, and then use us for everything that they hate. How can you? They deserved much more than I gave them. If I could, I would have left them screaming for all the pain they have ever inflicted on a mutant."

"Emma, they were only doing what they were told. They were only trying to feed their families."

Emma scoffed and folded her arms across her chest. "Don't be so naive, Jeannie. Those men were worse than animals, and will walk themselves to their own death, which is no more that they deserve, and quite a bit less. You should be doing the same thing is you cared at all about the mutant race. We are the ones that will win the war."

Silence and horrified expressions met the end of Emma's speech.

Jean was the one who spoke first, tear-horse voice ringing in the wake of the words. "This is NOT a war, Emma. The Professor is going to have quite a bit to say about this when we return to the mansion. Let's go."

Emma sneered and stuck her nose in the air. "That old idealist has really gotten you trained up nice, hasn't he, Jeannie?"

"Trained? I would think you would know all about that, princess." Ororo snapped at Emma, moving from behind Hank, to stand beside Jean. "It obvious now that your prejudices and tricks took better to your memory, than ours ever did. What good parenting."

The blond girl turned her attention to Storm, then. "Why don't you just go back to your hut?"

Ororo's face flushed with anger, and she opened her mouth to say something, but Hank cut her off. "Not now, ladies. We must make our escape. There is plenty of tie to debate this issue later."

Hank, still making use of his adult voice, managed to rush then all back outside, to the jet, and away to the mansion. Hurrying up the ramp behind Jean, Scott had whispered, "What did Emma do, Jean?"

Jean stopped just outside the doorway of the jet. Her eyes, still rimmed red, were solemn as she gazed down at Scott.

"She killed them, Scott. She destroyed their minds. They are nothing more than animated brain-dead."

The next morning, as the sun was creeping up and lighting up the pale fog about the estate, Scott had woken to the sounds of a car starting. When he had made his way down to breakfast a few hours later, the seat the Emma had usually occupied, the one between Hank and himself was empty. Jean, on his other side had reached out and rubbed his shoulder until he had started eating his waffles.

The Professor, on Jean's other side, was grimly staring at his own plate. "You've won one, Erik," he had whispered.

No one but Scott seemed to hear.

*!*

Scott stared at the grown up Emma before him and blinked. "A cure?" He whispered, a feeling of dread rising in his stomach. "Emma, why can I see?"