Ororo flushed in embarrassment as golden eyes peered at her curiously. She straightened her shoulders and stepped fully into the room, causing Kurt to unknowingly take a step backwards. He had instantly adopted his usually crouching stance as soon as he realized he was being watched.
"Hi.." she smiled, clutching her now cold cup of cocoa to her chest, "I didn't mean to bother you.. I saw a light on and-"

"Nein.. Is okay," he interrupted as his eyes dropped to the floor and a shy smile pulled at his lips. "I am not being able to sleep well tonight..." He self-consciously wringed the water bottle he held in his hands.

Ororo laughed softly, causing Kurt's golden eyes to glance up at her. "It seems that insomnia is catching," she smiled, prodding another shy grin from Kurt. She raised her cup towards him. "I was heading to the kitchen to warm this back up. Care to join me?"

Kurt's grin widened showing sharp, white teeth. "It would be my pleasure, Fraulein Storm."

"Please," she replied, her eyes twinkling with mischief, "Call me Ororo."

*   *   *   *   *   *   *   *   *   *   *   *   *

An hour later they were sitting at the kitchen table, their now empty mugs of hot chocolate forgotten. It had taken a bit to get Kurt out of his shell, but soon he was talking animatedly, perched on the edge of his seat, his whip-like tail flicking behind him. Ororo smiled as he told of his days as the 'Incredible Nightcrawler', pantomiming and over exaggerating in his storytelling. Ever the entertainer, he did his best to put on a good show as he fought invisible adversaries, relishing Ororo's dulcet laughter. As she leaned back in her chair, her eyes caught on the flashing kitchen clock.

"Oh dear," she moaned, "It's four o'clock in the morning. We really should be getting to bed."

"Ja. This was fun though. Maybe we could be doing this again sometime?" Kurt replied, running his fingers through his indigo locks. She paused and grinned.

"Yes, I would definitely look forward to that." Kurt cast his eyes down shyly. From affable showman back to the bashful new recruit. Ororo hope that with enough time, she could draw him out, show him that he had no need to be so withdrawn. She let out a silent sigh as Kurt teleported out of the room, leaving her alone with her thoughts.

*   *   *   *   *   *   *   *   *   *   *   *   *

Their late night talks became a matter of routine. Ororo would wander to the gym and find Kurt doing his nightly workouts. He would finish and the both of them would sit around with a cup of hot chocolate or tea, discussing the day's events. The conversations seemed to help him slowly get over his shyness and interact with the others during the day. He spent most of his time with the children. They quickly saw past his demonic visage, to the amiable man underneath. The midnight talks were also a way for her to get things off of her chest. Kurt was a wonderful and sympathetic listener.

These conversations really were a godsend to her. It gave her something to think about other that her nightmares of Jean. Plus, she was usually so tired when they finished, that as soon as her head hit her pillow she'd fall into a deep dreamless sleep. She wasn't getting a full night's rest, but it was enough to keep her from being a zombie. But of course, after about two months of this those missed hours of sleep were catching up with her. As she sat in her room, reading to kill time until midnight, her eyes began to droop shut. It wasn't long before her chin hit her chest and her book fell into her lap, as she slipped into unconsciousness.

She was floating above a large mass of water, searching in vain for something. She had to find Jean, she could still save her friend! Suddenly a waterspout rose in front of her. She moved back quickly to avoid the torrent of water. Then from within the water she saw a figure. She drew closer to the water until she could make out pale skin, the color of a dead fish's stomach, hair the color of blood tangles with seaweed. Ororo's eyes widened in horror as she recognized who it was.

"Jean..." she moaned as tears fell from her eyes. At the sound of her voice, the corpse's eyes snapped open and a cold hand reached up to grab Ororo's in an iron grip.

"You didn't save me..." came the dead woman's hoarse voice. Ororo struggled in mounting panic

"We tried!" she cried as she fought in vain against being pulled down into the water.

"Not hard enough," Jean hissed as she pulled Ororo into the cold sea below.

A/N: Wootness! This is the beta'd version of this chapter Meep!.  =^_^=  Thanks to: An Anti-Sheep Cheese Muffin, Mrs. Emery Waterman, DBZd00dette (I got plot now! Woot!), Shian (I'll let you decide that for yourself.. =^_^=), Your Worshipfulness (next chapter will be chocked full of emotional carnage), iAmDuckie131, Declared, Vicky Vic, Reikon (yup I said Woot. =^_^= I say that a lot.. Woot, woot, wootness, wootie, woot! =^_^=) and brainfear. Again, special thanks to my beta reader, Kasdan who is the bestest person ever. =^_^= Now, please press that little blue submit button on the bottom. It would make me verra, verra happy and it will also make me write more quicker :D