"Alright then," Ellie said in her most commander-like voice. She stood outside on the grounds across from Alex in her grey sweats with her hands on her hips and did her best to look like she knew what she was doing. The young man rolled his eyes at her and crossed his arms over his chest, disdain for the activity Charles had set them to evident in the slack line of his body and the set of his mouth.

Ellie felt the corner of her mouth curl back in a tiny snarl. He wasn't going to take this seriously? Fine, she would get his attention one way or another.

Without warning or hesitation she lunged forward and struck out with her fist, catching him smack in the middle of his forehead and taking him by surprise. She used her lame leg like a brace, and though it hurt like hell it didn't buckle and she executed that move stronger and better than she had in a long time.

Alex fell to the ground with a very satisfying whump, the stunned look on that face of his was positively priceless. She didn't even try to restrain the huge belly laugh that erupted out of her, throwing her head back and she allowed herself a moment at his expense before stepping forward to help him up.

"What the hell was that for?!" he shouted, shoving his face into her face and glaring directly into her eyes.

The beast fluttered inside and she shoved him back with both hands on his chest before the situation got too out of hand. He glanced down and away as he stumbled back, eye contact broken, crisis averted.

"That was to get your head where it needs to be, Summers," she said, steel slipping into her voice with the need to get him to understand, but the funny thing was that she didn't understand it herself. She was grasping at straws, trying to give reason to the absurd instructions Charles had given them. She spoke with vehemence, never letting on that she was in any way unsure.

"I don't know if you're aware, but the United States is about to fall into World War III at the hands of a madman and we're the only ones who can stop it. You became a soldier the moment you stepped into Charles' car, and a soldier always has to be prepared for the unexpected. We don't know what might happen when we go up against Shaw. He might have some device or weapon that somehow takes away our abilities and we still have to defeat him. We just don't know. Besides, this is a way of keeping you all busy while Charles and Hank work with the others. So, give me your best shot," she said, settling into a defensive stance, all her weight on her good leg.

Alex did the same, his face telling her that he would grudgingly accept this, but he was not happy about being told what to do.

She watched him, watched his eyes dart over her body as he looked for a point of attack. Once he had finally decided, he moved forward slow and cumbersome in the way that bullies do. He was all bulk and no speed. She was prepared for him when rushed and was able to block him easily. She made a half step sideways and used her forearm to brace against his chest and sweep him off to the side. He tripped over his own feet and ended up on the ground again, shooting daggers at her with his eyes.

"Ok, first thing," she said, hauling him to his feet again. "You're too obvious with your attack. Don't think so much about what you're going to do. Second thing, you need a stronger stance. You fell because you tripped over yourself, not because I moved you. Third, you've got to be faster than that. Try it like this…Stronger base…there you go…Now come at me again…"

XoXoX

"So what are the boys doing while we're all lounging about in here?" Erik drawled, plucking another sandwich from the heaping tray Ellie had placed on the coffee table after summoning both he and Charles to the study for a chat. The room, adorned with deep scarlet and gold and dark wood was dimly lit by a few stylish lamps strategically placed that cast the men's planes into illumination, throwing their shadows into sharp relief. It harshened them, made them ragged and tired-looking. They smelled tired. It appeared as if no one had gotten much sleep last night. She didn't know about them, but her dreams had been plagued by familiar faces blown to bloody bits by the impending crisis. With each gory, sickening explosion she'd woke with sweat pouring down her body and screams raw in her throat.

She stifled a shudder and grabbed a turkey sandwich, nibbling with dainty bites. "Alrighty then. The whole self-defense thing isn't working," she said around a mouthful of sandwich. "Alex is hopeless and I honestly don't think Hank or Sean are going to be much better. Besides, it's their abilities that really need refining, don't you think? I mean, we only have a very limited amount of time, and I think we need to spend it on things that really matter," she said, glancing between the two of them. Charles shuffled through her memories of that morning before nodding his head slowly and reluctantly.

"I think you're right," he said with a sigh. "So what do you propose?" He leaned forward, fixing her with that stare that said he was listening intently.

"Well, I've been comparing methods used by successful academies and I've found that…" and Ellie launched into an elaborate outline of teaching methods, assessments, class structures, teachers and headmasters. It didn't take Charles long to figure out to whom she was referring when she mentioned headmasters, and when he did he balked. No. No way was he going to skip over the dreaded position of professor and move straight on into headmaster even if the whole thing was only theoretical! He was only twenty eight for the love all that was holy! Headmasters are old, fat, bald and silly and there was absolutely no way on God's green earth that he would associate himself with them. At least not for a very long time.

But the longer Ellie spoke, the more animated and excited she became. Her eyes sparkled and danced as she delved deeper and deeper into her plan for the tiny school. The more excited she became, the more enraptured Charles became. It was just like when she would practice her lectures on him at home or one of the rare occasions that he actually got to sit in on one. She spoke with such passion, such fire and amazement that everyone around was drawn in and infected by her enthusiasm. Charles hated history, but when Ellie began talking he fell nearly as deeply in love with it as she was. Just as he was falling more and more in love with the ideas she presented now.

Besides, it made sense. Who else in this house had the ability to do what he could for the children? Certainly not Ellie. She was too hotheaded with too ill a temper. And Erik, well Erik just didn't care about the kids like his two companions did. And Moira didn't even factor into this equation.

He looked back and forth between Erik and Ellie who was watching him with hopeful eyes and a huge smile as she spoke, the scar on the side of her face turned black by the dim lighting. But when he looked at Erik he saw something that unsettled him. He was watching her as Charles was, and this alone would not have bothered him (she was the one speaking after all) had it not been for the predatory gleam in his steely eyes that was as familiar to him as the taste of apples. It was the same look he'd seen in her so many times over the past several years when the beast inside her came into readiness. It was during these moments when she would shut herself in her playroom and claw, fly, run and essentially exhaust the pent up frustration out of herself.

Once he had commented on it, the look, and asked what it meant. She had told him in a dark, serious tone: "When you see it, walk backwards the way you came as fast as you can. Especially if you're wearing clothing you're particularly fond of because you won't be wearing it much longer."

At first he'd been shocked and appalled that she would even think such a thing. Surely she was joking? But the intense look did not leave her face. "Ellie, are you saying that you would…" he couldn't bring himself to finish the sentence.

"Yes, Charles." Her eyes grew wet and bright with unshed tears, and it was then that he knew how serious this was. She never cried in front of him. "It's not you, it's that you're male and she's a female who's come of age. I can't control it and it terrifies me. I would sooner kill myself than…than hurt you Charles so please, if you see that look, get away and leave me alone until I tell you it's ok." The look she gave him was so desperate, so pleading that all he could do was nod.

To see that look now, in grey eyes rather than green and directed at the one who usually gave it was deeply disturbing. And there was something else. Anger. That look from Erik to Ellie made him angry. He felt it, dark and burning deep in the pit of his stomach and he had to work to keep his face serene. But why? Why did this make him angry? He knew why, but didn't want to admit it to himself. He couldn't stand the idea of Erik touching her. He didn't want him to. At all. Ever.

And then a thought came, unbidden and unexpected from some place deep in his psyche that he didn't know existed.

Mine.

It startled him so badly felt himself physically flinch, and he shoved it back down where it had come from for later examination. Ellie was looking at him expectantly as if she had asked him a question.

"What?" he asked.

She chuckled at him, eyes dancing. "Where do you get lost in that head of yours, Charles? I said, 'What do you say after lunch we start assessments with Alex? After that we can take a look at Sean and if there's still light we can see what Hank can do. Then we can reconvene and discuss what to do from there?'"

"Excellent, Ellie. Really excellent. Erik?" Charles turned to Erik to ask him for his thoughts, but the man was already at the door.

He threw Charles an indecipherable look before saying, "Ellie, I have something to discuss with you when you're all done playing schoolhouse." And with that he was gone.

Charles looked at Ellie. All the mirth was gone from her face, replaced with two contradictory emotions. Uneasiness and excitement.

The anger was back, but much hotter this time. The thought that there was another meaning behind Erik's seemingly harmless statement and that she both understood and appreciated it was not only painful, it was unbearable. He had noticed nothing between them before, but that didn't mean there had been nothing. Erik had been with them for several weeks now and there were any number of moments when they could have been alone together in that time. How had he not seen this sooner? Why did he care so much? It had nothing to do with him!

But Charles knew deep inside that that was untrue. For reasons that remained a mystery, this had everything to do with him and he hated it.

Stunned into silence by an anger and pain he did not understand, Charles Xavier simply got up and left.

OxOxO

Alone with her thoughts and some left over sandwiches, Ellie marveled at the utter weirdness of what had just happened. She knew what Erik wanted to 'discuss' but even though the beast (and a part of her as well) was thrilled by the prospect, she dreaded having to put him down. What had happened before couldn't happen again, and she felt that it was going to be difficult to get Erik Lehnsherr to understand that.

And then there was Charles. He sure had left in a hurry. And what was that look he had given the floor on his way out? He'd tried to hide it, but she knew him too well by now. That look had been dark and full of hurt and all she'd wanted to do was wrap her arms around him and kiss him until he didn't hurt any more. But he was fine just moments ago? What could have happened-oh wait. He must have seen her face after Erik left and realized what his statement had meant. She was one of Charles' best friends so she could sort of understand the anger, but the pain? What about the situation would have caused him pain? Unless there was some slim chance that he might feel-NO!

She shook her head, stopping that thought in its tracks. There was no chance of that. She decided just to attribute it to Brits and their weirdness and set about cleaning up the remains of lunch. After she'd dropped everything off in the kitchen she made her way down to the only place she could think of that might be able to contain Alex since Charles had told her nothing about where he was headed. Sure enough, the two of them were in the bunker.

"My stepfather took the idea of nuclear war quite seriously," Charles was saying, directing Alex who carried a white mannequin into the middle of the long, shiny stone floor as the lights flicked on one by one. "He had this bunker built down here. I thought we could use it as a practice range of sorts."

"You don't think I'm going to blow up the walls?" Alex asked apprehensively.

Ellie stepped into the room and called, "He had this place built to withstand a nuclear bomb, Alex. I think it can handle you."

Alex started at the sound of her voice behind him and the two men walked back to the end of the bunker nearest the door where she stood waiting. She smiled at Charles warmly, testing the waters. He smiled back, all trace of his earlier distress gone. She nearly sighed aloud with relief.

"You know when I do this, bad things tend to happen?" Alex pressed, still unconvinced of the room's security. Ellie could smell his nerves.

"It's because you can't control it," Charles said. "It controls you. That's why we're here Alex. That's why we're training."

He nodded at Ellie and the two of them retreated behind the heavy door and locked it, safeguarding the inside of the room. Ellie nearly laughed at the irony of the situation. The room was built to protect from danger outside, but the two of them were on the outside being shielded from the danger inside.

The two looked at each other and nodded once.

"Whenever you're ready!" Ellie called.

They didn't have to wait long before hearing a series of loud, indescribable sounds erupted from inside and she could smell ozone through the door. She looked at Charles with eyebrows raised and an incredulous grin. He smirked back and the red danger light above their heads began to flash as a siren wailed.

The two of them were totally unprepared for the sight that awaited them. Great rings of the room had been set on fire, as if some giant with a flaming sword had come along and sliced the room into pieces. Ellie felt her mouth drop open while Charles grabbed a fire extinguisher exclaiming, "My God!"

He darted around the room, spraying the lines of flames with the fire extinguisher that didn't really do any good whatsoever, while Alex stood there and watched him and Ellie stood there and stared.

"We will teach you to control this Alex." Charles promised, making another pass with the extinguisher. Ellie wasn't so sure.

It took the three of them an hour to finally quell the flames in the bunker, using all of five fire extinguishers to get the job done. Afterward, the trio stood and stared for a moment before Charles patted him on the shoulder and turned to leave.

"Thank you, Alex. Try not to worry. We will fix this," Ellie told him before following Charles to the ground level of the house where they found Sean where he had been since they arrived. In the living room with Moira in front of the television.

"Sean," Charles said, getting his attention from the doorway. "Come with me please. Ellie, will you get one of the spare window panes from the basement?" he asked her.

"Sure."

A few minutes later she was hauling a very heavy window that was twice as tall as she was out onto the front courtyard where she noticed that there was one extra person. Oh fabulous, Moira McTaggert had joined them. The beast growled angrily, awakened from her slumber. With a huff, Ellie propped the window up and grabbed the protective headphones left for her before going to stand between Moira and Charles.

Charles nodded at Sean, standing lazily to the side with his arms folded over his chest. He then turned toward the glass and gave a shrill whistle, painful even through the headphones. Ellie jumped a little as the glass shattered, exploding outward in all different directions.

Charles laughed out loud, whipping off his headphones and turning to Sean.

"What you're doing is incredible. You pitch your sound waves at the same resonant frequency as the glass, that's why it shatters," Charles said. "But this," he touched his own throat, "is a muscle. You can control it." He glanced at Ellie, excitement in his blue eyes. "Thank you, Sean. You can go back in now."

Sean nodded and turned to trudge back up to the house without a word. Ellie couldn't help but notice that Moira lingered, a nauseating smile directed at Charles.

"I'll go get Hank," she mumbled before stalking off.

Thankfully, when she came back (Hank in tow in his gray suit) Moira was gone and Charles was waiting patiently. She wondered why, but not too much because she was too busy being happy about it.

"Ah, Hank!" Charles said, patting him on the shoulder. "Thank you for coming out here. I know we've interrupted your experiments and I'm sorry, but we want to get a feel for what you can do. Ellie, I'm going to need you be fast for this one." He sent her a knowing smile as the beast leapt to the surface.

She smirked a dangerous smirk and knew when the boys each took a step back that her fangs were showing. She only smiled bigger as she felt the change work its way over her with an ease and comfort that was rare. The beast wasn't resisting and she melted into the sleek, fluid form of the leopard in record time. The near constant pain in her hip subsided until it almost wasn't there. She shook herself and trembled in pleasure and anticipation of the run.

Charles chuckled at her excitement and turned to Hank as he began walking. "I'm going to time you, and you're going to race her from one end of the back balcony to the other. With those feet of yours, it should be easy, yes?" he asked. They came up on the end of the back balcony and Ellie hunkered down, getting ready.

"Easy?" Hank asked incredulously, shaking his head before getting into his own stance that looked to Ellie to be rather flawed.

"Easy. Go!" Charles shouted and the leopard and the gangly young man surged forward.

Hank was fast, Ellie had to give him that, but not nearly as fast as he could be or needed to be to beat her. She pulled away from him immediately, rejoicing in the sweet sensation of fluid feline muscles rippling powerfully together to propel her forward.

She neared the end of the balcony and then passed it, never slowing down as she sped off into the woods, leaving the two men in the dust.

She ran and ran and ran until she could run no further, just enjoying the wind through her fur and letting it blow away all of her cares and worries about Erik, the Soviets, training and Charles until all of the stress she carried in her muscles just melted away. Running as an animal that loved to run beat a deep tissue massage for stress relief any day. When she finally slowed, she picked a nice tall tree and settled in for a short, very relaxed nap.

Well, she'd expected it to be short any way, but when she woke the woods were dark and still as they always became when the sun sunk below the horizon. She stood on her branch and stretched, drinking in the sweet night scents of the forest. But night scents weren't the only thing she smelled. Gunmetal. Directly below her.

Erik Lehnsherr stood, waiting as she leapt lightly to the ground. He wore a v neck t shirt that clung to his body like a second skin and a nice pair of slacks. She had to remind herself of what she'd planned to say to him, but she knew it was going to be difficult for bother her and the beast who was already purring with anticipation.

"Erik," she said coolly once she'd shifted back to human form. Maintain distance, she told herself over and over again. Maintain distance, maintain distance…

And before she could think, he was there with his chest pressed against hers and his hands in her hair and his mouth on hers so fierce and so metallic and so delicious she could barely keep her knees from collapsing beneath her. And he was just so warm and solid, his touch possibly the sweetest, most amazing thing she'd ever felt in her entire life and his tongue probed her lips for entry which she allowed before realizing what she was doing. And sweet mother of all that was holy, it was just so goodI

It was a faint scent that tickled her nose that knocked some sense back into her. A scent as familiar as it was foreign to this part of the woods. Charles.

Frantically, her fingers sought out the mangled lump of tissue on her hip and pinched, hard. She didn't bother to stop the cry of agony that escaped her lips and broke her connection to Lehnsherr. She lurched backward until her back hit a tree and she gripped it with claws, panting as she tried to pinpoint the origin of the scent. Thank goodness Erik had the sense to stay put or she might have killed him in that moment. And with no metal around manipulate, he would be nearly helpless.

There he was, just off to her right. He was clothed in black, and even her night eyes had trouble making him out but still she saw his eyes and wanted to crawl in a hole and die right there.

Agony. That was the expression in those eyes. Pure, utter, excruciating pain and rage. A tiny part of her argued saying, 'what does he have to be angry about?' but she shut that part up pretty quickly. All that mattered was that he hurt and she had to fix it.

"Charles, I—"

"You didn't come back," he said softly, pinning her to the tree with those eyes. "I was worried. I saw Erik in the forest. I followed him."

Ellie hung her head low to hide the tears threatening to become visible.

"How bloody long has this been going on?!" he very nearly shouted, his anger taking over from the pain. It was this, this assumption that he had any right to be outraged by what she did with her private life when she loved him so much and he never cared, would never care, that caused her to snap. Before she realized it, she'd done something she'd sworn never to do. She unleashed the power of the beast on him.

She didn't fully change, she had just enough self-control left, but she felt her muscles ripple as they increased in strength. Her fangs grew in and her eyes went feline, brightening up the world until she could see him as clear as day as she lunged forward, pinning him to a tree with her forearm across his throat, her teeth bared in a snarl.

"What on earth makes you think you have any right to be offended by what I do with my free time? Or who I do for that matter? Is it that you're so much better than me, Charles? So much more righteous even though you don't share my beliefs? Is it that you're so much smarter? Well let me tell you something, you're not nearly as smart as you think you are! If you were you would have figured me out years ago and we wouldn't be here right now!" Her voice rose to a scream by the end and she just stood there for a moment feeling the wet tracks of angry tears on her cheeks and glaring as his face turned steadily redder.

Again it was a scent that halted her. It was acrid and sickening and it rose from his skin as his pulse sped up beneath her fury. Terror. Not fear, but terror was pouring off of him nauseating waves that normally would have excited her, but from him it was like someone had dumped a bucket of ice water on her and she stumbled backward, tripping over a branch and falling to the ground as he doubled over on his knees, clutching his neck and hacking painfully.

"Oh, God, no…" she whispered in horror. She had done that. She had hurt him, nearly killed him, the man she supposedly loved. What sort of horrible human being was she? She wasn't a human being. She was a mutant. A dangerous, bloodthirsty mutant who didn't deserve the love she so desperately wanted.

"I'm sorry, Charles," She whispered, knowing it was inadequate and that she could never atone for what she'd done. "I'm so sorry." And she turned and limped away toward the house, leaving Erik to take care of Charles.

I cannot express to yall the depth of my shame that this is SOOOOOOOO incredibly late! I am so very sorry and I beg your forgiveness! I have gotten several reviews since I kinda vacated my sanity and since I didn't reply (for which I am also deeply sorry) I just want to say that I loved every one of them and thank you so very much for all of your kind words and support!

Now that I'm done groveling, let's talk about something I noticed the other day. I watched the Dark Knight Rises and of course became obsessed with it so I got on Fanfiction to see what they had, certain that John Blake/OC romances would be running rampant, but was absolutely dumbfounded. Rather than John Blake, everyone seems to be pairing their characters with Bane! Bane! Bane for crying out loud! What about that guy inspires girls to write romances about him?! The guy had NO redeeming qualities! I read a few just to see what they were all about and that was when I got it. These people weren't writing about Bane. They were writing about someone who looked like Bane but would fit in with their love stories. Some of them are very good, don't get me wrong, but Bane, the actual Bane who was in the movie made no appearance that I saw.

Anyhow, I just thought that was odd. So concludes another chapter of the ridiculous back and forth, love hate relationship between Charles and his lifelong friend Ellie with some Erik silliness thrown in. Don't know what I think about this, so tell me what you thought. As always, I live on your reviews and I will try to update sooner next time, I promise!

Until next time, Thank Yall! :)