Authors Note: Okay, I'm taking liberties here, but I've assumed that Nightcrawler is sixteen years old. If anybody knows his real age, please tell me! I've put him as being sixteen because he can drive - does anybody know how old you have to be before you can drive in NY? Its not important, I guess, I'm just curious.

This chapter is totally Rogue and Kurt, but fear not, Mystique's visit to Charles will be explained later.



It was almost two hours later when Kurt and Rogue came out of the movie theatre. The sky had darkened to a void-like black and a milky moon rose over the nearby ocean. The two mutants walked side by side, Kurt hunting around his popcorn bag for the last few crumbs. When he was satisfied that there was none left, he scrunched up the paper bag into a ball and tossed it into a nearby bin.

"That movie was awesome!" he said ardently, pausing to lick the last grains of salt from his fingertips, "The special affects were the coolest!"

Rogue frowned doubtfully. "It was alright I guess."

The raven-haired boy arched a dark eyebrow "Just alright?"

"Well, yeah. I mean, the special affects were pretty good," she played with the cuff of her glove distractedly, "But the plot was pretty lame in some places.

Kurt looked at her in disbelief. "Not true!" he insisted adamantly.

Rogue glanced at him doubtfully "Genetically modified spiders? That's so corny."

"It could happen!"

She raised her grey eyes heavenward in a theatrical look of despair. "Just don't say that while Doc McCoy's around unless you're after a three hour lecture on biochemistry. Ask Evan - he knows. What I don't get is why Spider Man was so obsessed with that red head. She was so annoying!"

"Uh, hello?" Kurt grinned, "She's hot!"

The gothic painted girl folded her arms across her chest indignantly. "She was so not!"

"Excuse me," Kurt dismissed her with a wave of his hand "Who's the man around here? Trust me, she's hot."

Rogue pouted her darkly stained lips. "Yeah, if you're into peppy airheads with more bra size than IQ."

Her friend chuckled. "I'm sixteen years old. To be honest, it's not a girl's IQ that I'm interested in."

She shot him a look of disgust. "No wonder you're still single."

He sighed heavily, a weary smile crossing his face. "No, the reason why I'm still single is because most girls seem to have an aversion to guys with fur."

She blinked in surprise for a moment, before looking away, realising what she had said. "I.I didn't mean."

Kurt shrugged. "It's alright. I haven't given up hope yet." He gave her a lopsided grin "I mean, there has do be some girl out there who digs fuzzy men."

"Hey, you're still the cutest guy I know - with fur or without." She told him earnestly.

He nodded. "Yeah, I know." Draping his arm around her waist, he gave her side a friendly squeeze, pulling her close to him. "But then again, there aren't many girls like you. You're a regular one of a kind."

She snorted, self conscious at the compliment, and rested her head happily against his shoulder. "Lets face it, it's probably just as well."

There was a momentary quiet as they passed beneath a streetlight.

"What I don't get," he said thoughtfully, "Is how come when Toby Maguire starts wall crawling, he's suddenly a hero and all the girls go for him, but when I do it all I get are lectures from Logan about leaving footprints on the wall paper?"

Rogue suppressed a smile. "Who knows?"

They walked in silence easy down the boardwalk. The stores had closed an hour since, their darkened windows staring blankly out onto the street. It was a quiet night, and they passed few people along the way, a fact of which pleased the young boy. The past year had been one of great upheaval, both personally and as a fully-fledged member of the X Men. He had learnt to value these moments of peace. They were regretfully few and far between.

Besides of which, he appreciated spending some time alone with Rogue. He cast her a sidelong glance, studying her closely. The warm airstreams caught her, making her thick hair flow in waves over her pale face. Her face was painted in her customary gothic style, but her darkly painted lips were drawn into a small smile and her eyes shone in the glow of the street lamps.

For the first time in a long time, she seemed to be at ease.

He was glad. It was strange, but he had found himself worrying about her in the past months. Her isolation at the Institute concerned him, and he was painfully aware of a still present sense of .what? Distrust? Resentment? He couldn't place the feeling. However, he knew that she still wasn't settled with her teammates. More than that, she wasn't settled with herself.

But he was happy that she was beginning to open up to him. He trusted her wholeheartedly, and he wanted her to feel the same way. Despite their apparent differences, they were the two X Men who had the most in common. They both hid in shame behind the masks that they made for themselves. Inside, they were each as lost and lonely as the other.

And he really did want to be her friend.

They turned the corner in the street to where they had parked the X Van. It stood silent and motionless in the pooling glow of a nearby street lamp.

Rogue cleared her throat suddenly, looking uncomfortable. Playing thoughtfully with the fingers of her gloves, she turned to face her friend. "Listen, Kurt, I.I just wanted to thank you.you know, for inviting me tonight." She swallowed nervously, "I mean, I know that you'd probably rather hang with Scott or Evan or someone-"

"Not true," he interjected, "I like spending time with you."

Rogue blinked uncertainly before looking away. She pursed her lips pensively, hugging herself against the breeze. "Yeah. Sure."

Kurt touched her forearm softly, making her stop. They stood in the middle of the pavement.

"Really," he told her earnestly.

Tentatively, the young girl looked up. Her grey eyes met his blue ones, and there was a short silence as she searched his face for insincerity. After a moment, she broke into a smile and looked away shyly.

"Thanks Kurt."

He continued walking, clearing his throat. "No problem."

They walked a few paces before Kurt added thoughtfully, "So.do you want to skip dinner at the Institute tonight? I was thinking that maybe we could find something to eat around here.?" he watched her reaction hopefully.

Rogue paused before nodding. "Yeah, okay then." She grinned "But keep your feet to your side of the table. I ain't playing tootsie with nobody!"

Kurt looked over at her in exaggerated innocence. "Did I say anything?"

She laughed. "You didn't have to. Come on, I'm starved! So where did you have in mind?"





"Boy, you sure know how to treat a girl." Rogue rested her cheek against her hand as he walked over to their table bearing a laden tray. "Burger King. Classy."

Kurt sat down heavily in the seat opposite her. He took a moment to enjoy the scent of the food, a dreamy half-smile playing on his mouth.

Rogue arched an eyebrow. "You gonna eat that or are you gonna date it?"

He sighed happily. "A Burger King is something to cherish."

"Don't give me that - I've seen you at lunch break. You practically inhale your food."

He scowled ruefully over the table. "I'm a growing boy, I need my vitamins."

"Whatever." She looked doubtfully over at her friend. Along with his three XL Whopper's, he had also got himself a side order of fries, a cherry coke and an apple pie. She grimaced. "You had two bags of popcorn at the cinema. Are you seriously gonna eat all that too?"

Kurt took a wolfish bite out of his burger and grinned. "I'll try my damdest."

She shook her head and opened the box to her chicken nuggets. "How can you eat so much junk and stay so skinny? If I ate like you did, I'd be giving Fred a run for his money."

He looked down at his belly. Underneath his baggy shirt, his stomach was flat and firm - not a hint of flab in sight. "I may make it look easy, but it takes a lot of work to keep my body looking this good."

Rogue chewed on a french fry. "Could your head possibly get any bigger?"

Kurt flashed her a grin. "When you look as great as I do, it is to be expected. Its like a divine right or something."

She rolled her eyes at that. He had been joking of course. In truth, Rogue knew how painfully self-conscious he was about how he looked. For all of his gags about his appearance, she knew how low it made him feel. It had been hard enough for her to fit in when she was a kid - she couldn't imagine what it must have been like with pointy ears and a tail.

She frowned suddenly and looked away. He saw her grey eyes widen in surprise. "Look out!" she cried.

Kurt looked up in surprise just in time to see the soda can come flying towards their table. He resisted the overwhelming urge to transport out of the way, raising an arm to shield his face. He heard a hard thud, and then Rogue's strangled cry - although whether it was from pain or anger he never found out. Opening his eyes, he looked to his friend. Her face was contorted with a look of barely suppressed rage, burning grey eyes searching for her attacker.

"Pietro, you creep!" She hollered across the deserted restaurant, "You did that on purpose!"

The young mutant watched as a silver haired figure moved purposefully towards them, closely followed by Todd, Fred and Lance. Although he was still several paces away, Kurt could see his icy eyes consider them both in turn. It bothered Kurt that the brotherhood were not afraid of them - he had enough brains to know to be afraid of the brotherhood.

Pietro stood languidly next to their table, a lazy smile playing across his face. "Sorry about that, but you two love birds were so pre-occupied with each other, it seemed like the only way to get a little attention."

Rogue glared at him angrily. Her cheek was beginning to turn a dusky pink where the can had impacted.it looked painful.

She rose to her feet, sliding off one of her black gloves to expose her bare hand. "If you wanted my attention," she snarled warningly, "You got it."

Todd Tolanski sidled up next to her. "Hey, relax, we just wanted to come over and say about how nice you look this evening."

"In fact," The dark haired Lance added, gesturing to her new outfit, "Seems like you made a bit of an effort." He gave a hard laugh "You're not trying to impress the fuzz-ball here, are you?"

Pietro raised his white eyebrows skyward. "Rogue's trying to make it with the blue freak?? Oh man, no way! That's too funny to be true!"

The giant next to him rumbled with cruel amusement. "I bet she just digs guys with facial hair."

Rogue moved around the table to stand in the mist of their group. She held her uncovered hand by her side, the long glove lying discarded. "Funny," she replied, dark lips drawn downwards "but I don't see the girls exactly lining up for you guys."

Pietro regarded her darkly for a moment. "Well maybe that's because they're not all as obliging as you seem to be," he placed his hand on her hip and ran his fingers down her thigh. "I always knew that you were easy," he hissed into her ear, "So come on, what's the little blue creep doing for you that I couldn't?"

She clenched her jaw tightly, her hands forming into hard fists. She whirled around on her heel, face a cold mask of anger as she turned to face Pietro, hand outstretched. "Oh, you are just asking for this!"

Kurt jumped up, pushing Rogue behind him protectively. "Leave it Rogue," he told her firmly, without looking back, "He isn't worth it."

Todd sniggered. "Defending the lady's honour? Well ain't that cute. It must be love."

Pietro yawned and looked lazily at the two X Men. There was a strange look in his eyes. The only thing that Kurt could liken it to was triumph. In a hidden place inside of Kurt, something ugly burned.

"Looks like he's got it bad for you, Rogue," Pietro sneered. His gaze ran openly over the girl's body, taking in the plunging vest top and the black knee boots with a hungry stare "Not that I blame him."

Kurt shook with barely controlled rage. A dark shadow fell over his face, as his inky blue eyes narrowed menacingly. "Why don't you just leave us alone? You're not wanted here."

"Or what? Who's going to stop us? You?" Lance laughed and shook his head. "Face it squirrel, without your X Men friends behind you, you're nothing. You're less than nothing. Just some ratty plush-toy loser. In fact," he said, looking around at his friends "I don't know why we're even wasting our time talking to you. You're hardly worth the oxygen I'm burning up standing here."

It was at that moment that a guy in a Burger King workers uniform rested his hand heavily on Lance's shoulder. The dark haired mutant glanced upwards. The worker could have only been about seventeen, but he was built like a pro-wrestler.

"Is there a problem here?" he rumbled thickly, ape-ish counterpace drawing together in a frown of suspicion.

There was a pregnant pause as the groups of mutants regarded each other threateningly.

Finally it was Pietro who broke the silence, holding up his hands in a gesture of surrender. "No, not at all. Actually," he informed the worker, "my buddy Lance here was just about to suggest that we move on."

Kurt glared blackly as the Brotherhood turned and began to walk away. They had had their fun, at his expense. His fingers pressed tightly into his palms as his hands formed into fists. He felt like smashing something. But as suddenly as his anger had hit him, it evaporated, leaving him cold and empty. Who was he kidding? He wasn't a fighter, not really. And what had they said about him that wasn't true?

Todd looked back to him. He was the last member of the Brotherhood still in the restaurant, and he held the glass door open, about to step out. A slow smile of victory crossed his pale face. He raised one hand and waved.

"See you later, losers."

Sniggering to himself, he hopped out of the door and disappeared into the darkness.

The Burger King worker scratched his head with a gigantic hand. "Weird," he muttered simply. Turning to the two remaining mutants, he tugged absently at the front of his uniform. "You kids alright?"

Rogue sighed and shook her head. "Ah fine," she muttered.

The worker jabbed a thumb in the direction of the door. "They friends of yours?"

"Good lord no."

She retrieved her black glove, slipping it over her slender forearm. She flexed her fingers, glad that she hadn't had to use her powers that night. The guy in the Burger King uniform stood uselessly for a moment before going to stand in his place behind the empty counter. Rogue gave an exasperated groan.

"I can't believe those guys. They're such creeps." She smoothed her skirt down over her knees, feeling sick to think that Pietro had touched her. "The sooner the prof finds a way of getting rid of them, the better it's going to be for all of us."

Her words were met with only silence. The gothic beauty looked up.

"Kurt?"

No reply.

"Kurt? You okay?"

"I'm fine." He stood motionlessly, glaring intently at the floor. His eyes were dark, focused on something hateful within himself.

Rogue watched him uncertainly for a moment, pushing a strand of hair behind her ears. "Don't let those jerks get to you," she told him quietly, "that's exactly what they want."

He nodded thoughtfully, but didn't seem to be listening. He raised his head, not meeting her gaze. "It's getting late. Maybe we should start heading back to the Institute."

She cupped her hands together in front of her. "If that's what you want to do."

Kurt shrugged and picked up his jacket. He suddenly looked older, more tired. He wasn't the Nightcrawler that she knew.

"Come on, lets get out of here."

Wordlessly, he turned and walked away. Rogue looked down at the table, at the food they had barely even begun to eat. Somehow, she doubted that he was still hungry.

Retrieving her scarf, she ran after him.