A/N: Hey, sorry it's been so long since I last updated. I could give you countless excuses about theater practice 'till six every night and the performance last weekend, but I have a feeling no one really wants to hear it. I'm going to Thailand next week to help fix up some orphanages for kids with AIDs, so it may be a while before the next chapter's posted, I hope this is good enough until then!

"normal speaking"

'Telepathically speaking'

Thinking

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The roar of a motorcycle snapped Scott from his dreamless sleep. Logan's cherried-out bike wouldn't have disturbed anyone else, he knew, but after years of living blindly on the street his other senses had become unusually perceptive.

It's probably just Logan off on one of his "personal missions," he thought groggily, but even as the idea crossed his tired mind a stronger feeling nagged his gut instinct. Expecting to see nothing more than Logan riding off into the darkness, Scott swung his feet over the side of his bed and over to the window. Much to his surprise, the figure fiddling with the bike was slightly taller than Logan, with a much slimmer frame. As Scott watched, the figure straddled the bike while they attempted to fasten a helmet over their dark hood. Finally surrendering to the obstinate will of the helmet, the figure pushed back the hood, revealing shocking strands of red hair painted auburn by the darkness. Scott let out a low moan, and as the figure deftly kicked the motorcycle into gear, he swore beneath his breath. "Where are you running to, Jean?"

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Pebbles stung Jean's legs through her heavy sweats as she came to a screeching stop. Turning the key in the ignition, Jean felt momentarily deaf as a buzzing silence replaced the steady hum of Logan's motorcycle. Jean took in a calming breath of fresh air, stretching her arms wide as she crossed to the barrier at the edge of the clearing, embracing the full moon. From the first night her parents had transferred her to Bayville she'd fallen in love with its scenic overlook. Hovering over the whole city, the overlook was a small clearing – just big enough to fit three cars across – surrounded by a closing of trees that turned breathtaking hues during autumn, and sported sugar-pink blossoms in the spring.

But the colors and view aren't the only appeal, are they, Jean? A mischievous voice nagged in the back of her head, It wouldn't have anything to do with the first time you visited the clearing, would it? As the thought flashed through her mind, Jean felt herself unwillingly spiraling into her memories of her first night in Bayville.

--Flashback--

"John, do you really think it's safe to leave Jean with these . . . people?" Though Elaine Grey whispered covertly to her husband, her thought still trickled across Jean's mind, sending shivers down the young girl's spine.

"Elaine, we know Charles Xavier. I know him well enough that I'd trust him with my life. You liked him well enough when he still taught with me at the university, why the sudden uncertainties?"

"Yes, well, that was before . . ." Elaine trailed off, meeting Jean's eyes in the rearview mirror. Before he was a mutant.

John's eyes flicked to the mirror long enough to catch the terror on Jean's face. Good Lord, we're terrifying poor Jeannie.

The unspoken words of her parents faded in and out of Jean's mind, as though someone was repeatedly tuning a radio, unable to decide on one station long enough to hear the full song. Sinking lower in her seat, she placed her chin on her hand and stared out the window at the passing trees, trying her hardest not to cry. Mom and Dad only want what's best for you. She tried reasoning with herself, They would never deliberately put you in harm. They love you. Though the thought should be comforting, it only succeeded in sending waves of chills through her body. If they love me then why are they leaving me! She blinked her eyes furiously against the tears that threatened to spill out, refusing to reason with herself any longer. All she wanted was to curl up in her mother's arms and fall into a deep dreamless sleep. All she wanted was to wake-up and realize this horrible nightmare had only been a dream. No one could actually read minds, could they? But somehow, Jean knew this wasn't a simple figment of her imagination. Somewhere, deep inside, Jean knew that no matter what choices she had made in her past, fate would always have led her down this road.

"Sweetheart, Jean," a rough hand gave Jean's shoulder a gentle shake, "Honey, we're here." Jean opened her bleary eyes and glanced around. Sometime, while she dwelled deep within her thoughts, she had succumbed to the sleep that had been denied to her since she'd first learned of her mutation. She's slept during the last hours she had alone with her parents, and she silently berated herself over this feat.

Unbuckling, Jean peered out from her window, laying eyes for the first time on the Xavier Institute. The second-story mansion stretched wide across rolling acres of lush green land. The drive curled around a fountain supporting an angel with her arms open to the heavens, and a romantic-looking gazebo stood in the corner. Under any other circumstances, Jean felt she may have fallen in love with the spacious Institute, but that word merely reminded her of why she was here. She was being placed in an Institution, away from her parents, away from her sister, away from her friends, from anyone she knew or loved. She was being sent to live with complete strangers.

John Grey gripped his daughter's trembling hand as he helped Jean out of the car. After casting a worried glance to his daughter, he raised a hand as in greeting, calling out a cheery, "Charles!"

Taking her eyes off the breathtaking landscape, Jean noticed a three people standing on the landing before the mansion doors. No, not people, she thought bitterly, mutants. She hung back behind her mother as her Dad clasped hands with Charles Xavier, an energetic man in a wheelchair, and exchanged pleasantries with the other two adults there, Ororo Munroe and Logan, she soon learned. Much to Jean's surprise, a young boy about her age mirrored her cautious expression, hanging back behind Ororo as introductions made their rounds. He looks almost as scared as I am, she thought, brow furrowing in confusion, why should he be scared?

". . . this is my daughter, Jean." Jean looked up as she heard her name, "Jean, this is Charles, Ororo, Logan, and Scott. Scott's your age," her father smiled suggestively, but Jean merely frowned. She knew her father would be thrilled for her to make a friend her own age at the Institute, he believed it would make moving in easier for her, but Jean was determined not to make friends with another mutant. She'd seen the way her mother looked at Scott, like he was some kind of freak; Jean wouldn't let her mother look at her that same way. Maybe . . . maybe if she acted normal, became friends with normal kids, maybe her mother could overlook her mutation, maybe things would go back to normal.

Three hours had passed since her arrival at the Xavier Institute for Gifted Children, and Jean was becoming bored with the dull talk of the school and the proposed arrangements. Scott had already taken her on a tour of the Institute while the adults talked, and they'd trashed the Institutes small supply of videos, finding no movie that suited both their desires. Despite her original decision to avoid beginning a friendship with the boy, Scott had somehow worn down her defenses. They'd avoided breaching the subject of the real reason they were here, but had found many of other shared interests to talk about, especially their shared interest in soccer and reading.

Jean lay sprawled across a couch while Scott gazed at her intently from his place in a chair, at least, Jean thought he was gazing at her, it was difficult to tell with the sunglasses covering his eyes. "Why do you wear those?" She found herself questioning, nodding towards his shades.

"Do you really want to know?"

"Why wouldn't I?"

"Because it would mean admitting why you're here," he murmured quietly.

Jean fell silent, did she want to know? Scott was right, it would mean she'd have to admit that there was something wrong with her, that she might actually have to live at the Institute, that her act of normalcy would fall. But for some reason, she felt compelled to know Scott's secrets. There was an elusive air about him that drew her to him, and left her wanting to know more. The feeling scared Jean, she didn't want to be friends with a mutant, but somehow, when she was with Scott, she forgot about her genetic enhancement, and for the first time in her life, she felt accepted for her she was. "Yes," she whispered, meeting his eyes with hers, "I'd like to know, if you want to tell me."

Scott considered for a moment, before rising from his chair and grasping her wrist, "C'mon, there's some place I want to take you."

Ten minutes of begging for forgiveness and a twenty minute bike ride later, Jean found herself standing in the clearing overlooking Bayville for the first time. Crimson leaves swirled around her, dancing on the wind. The thousands of stars in the crystal clear night sky meshed with the twinkling lights of the city below. "It's beautiful," she murmured, eyes wide in wonderment.

"You have no idea," Scott agreed. Though his shades appeared to be facing the view, Jean had the strangest feeling that the eyes behind them weren't looking at the city at all. She felt flames rising to her cheeks and quickly looked away, her eyes landing on a sturdy oak tree.

"Ever climbed it?" She asked.

"The tree?" He seemed taken aback by the swift subject change, "Sure, I like to come here to think."

"Are you here a lot?"

"Enough that Ororo knows that if she can't find me at the Institute I'm here." Scott paused as Jean nodded in understanding. "So, you're sure you want to know what my . . . mutation is?" He glanced at her quickly, watching her face for any reaction.

She grimaced a bit at the word, but nodded resolutely, "Yes, unless you truly don't want to." He hesitated, fingers resting on the corner of his glasses, "Why are you so afraid?"

Scott threw her an embarrassed grin, "I've never really had a real friend before; I don't want to scare you away."

Jean blushed at his words, He already considers me a friend? She'd been so focused on not becoming friends with him, she'd never considered what he might think of her. A friend . . . do I want to be his friend? True, Scott made her laugh, they had a lot in common, and there'd rarely been any awkward silences all evening, and they'd only met three hours before.

Noticing the heavy silence, Scott quickly broke the silence, stumbling over his words, "I understand, of course, if you don't want to be my friend. I mean, I probably wouldn't want to be friends with a mutant and . . ." Jean through her hand over his mouth.

"Of course I want to be your friend, Scott, but if you want to be my friend, you're going to have to trust me to make my own decisions. I'd like to see your . . . mutation, if it's okay with you."

A cheek-splitting grin spread across Scott's face, making Jean feel slightly guilty, she'd never had that type of power over anyone before. "Okay," Scott's fingers brushed his glasses again, "You might want to stand back." Jean quickly obeyed as Scott turned to face a rock by the side of the road. Lifting his shades, a brilliant flash of red light burst forth, shattering the rock into numerous smaller pieces. The boy quickly placed the shades back over his eyes and glanced nervously at Jean whose mouth was open in shock. "I told you you wouldn't like it," he whispered sadly.

"How do you . . . you can't control . . .wow . . . what are they? Lasers?" Her eyes were full of awe as she stared at Scott. She'd come to the Institute, hating what she was, and yet here was Scott, void of family or friends, carrying a heavier burden than she could ever imagine.

"No, they're concussive blasts," a small smile quirked at the corner of Scott's lips. "C'm here," Jean obediently stepped into his open arms, wrapping his own around her. "Thank you," he whispered into her hair as she felt herself melt against him.

"For what?" her words were muffled by his thin t-shirt.

"For being my friend," he answered, his face still buried in my hair.

"And thank you," she smiled into his chest, "for being mine."

--End of Flashback--

"No, Jean," she admonished herself, blinking back tears. "You came up here to get away from it all, not to think about Scott." She sank down, her back melding with the cool oak tree. Taking in a deep breath, she closed her eyes and released her thoughts, dropping down the mental shields she carried everyday. Thoughts filtered in and out through her mind as they had her first day in Bayville, but tonight it wasn't because she couldn't control it, it was simply because the owners of the thoughts were moving in and out of her perceptive range. Relaxing against the tree, void of perplexing thoughts, a sudden emotion of awe washed over her. She could feel uninhibited love pouring over her in waves, warming her heart. Someone out there was happily adoring the person they loved, unrestrained by pressure and worries. Jean felt tears well in the corners of her eyes, how she envied that person, able to express their emotions without worrying about society. 'She's beautiful' the thought traced across her mind in tantalizing circles. The voice sounded so familiar, yet Jean couldn't place her finger on it. Where had she heard that voice before? It's probably just someone from school, hanging out with their girlfriend, she realized. After all, you are on "make-out hill." But despite the convincing thought, Jean knew it wasn't the truth. No one from school held that type of love inside them, at least, no one that she knew of. Yet there was someone out there, watching the girl they loved, and thinking of nothing else.

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Scott peered from behind the bushes, eyes tracing over Jean's slim frame. When he'd seen her pull away from the mansion, there had been no doubt in his mind of where she was heading. He'd quickly dressed and slipped down to his car, with every intention of following and confronting Jean. But now that he was here, something held him back. He knew Jean, he knew she would want to be alone. So he'd parked his car slightly down the road, hidden behind an abandoned shack. Hiking the rest of the way up to the overlook, he'd hidden in the bushes, watching Jean as she stared out over the city, apparently lost in thought. She's beautiful, he thought, forgetting to keep his mind guarded. Her eyes had widened, and Scott instantly reprimanded himself for being so careless, he couldn't let Jean know he was here, she'd never forgive him. He didn't know what he would do if they fought, Jean was all he had in the world. She had been his first friend, his only true friend. He got along fine with Paul, and out of all the other guys he knew, there was no one he'd rather hang out with than Kurt, but Jean possessed something more. She was beautiful, of course, he could never argue with that, and she had been his first friend, but there was still more. He felt as though Jean could see into his soul, as though she was the only person who actually understood him in the prejudicial world that they lived in. She was the only person he'd ever met who he could imagine spending his life with. And yet, there was still something more. Scott smiled, rising to his feet. Throwing one last glance behind his shoulder, Scott opened his mind, letting his emotion carry his thoughts away, no longer worried about whether or not Jean could hear. I love you, Jean.

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A/N: Just to clear one thing up, no, Scott did not actually tell Jean he loved her. He just thought the thought unguarded as he walked back to his car. She may or may not have heard it.

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