After the incident at the Falls, Storm decided it was best to head back to the campus. Everyone seemed fine, just excited to finally know what their new teacher's ability was. However, the entire hike back, Helena didn't talk to anyone. She made herself distant so that even Warren couldn't get close to her.

Once they arrived back at school, she went into her room and didn't come out. Rogue, concerned and still having not thanked Ms. B for saving her, knocked on her door. No answer. She tried again, still no answer.

"I think she would've answered the first time if she was going to answer at all," Logan pointed out to Rogue.

Rogue looked at him sternly, "I want her to know that I'm sorry about making her use her power. She's obviously sensitive about it like I was with mine."

"Yeah, but what the Hell's up with her name? Lifeguard? Give me a break; how corny is that?" he turned and started walking away.

Defensively, rogue followed him saying, "What's wrong with her name? It fits her description perfectly. If it wasn't for her I'd be in a coma, or worse dead!"

Logan stopped, and looked back at her apologetically, "Rogue; I'm sorry. I didn't mean to hurt you like that. I just don't-"

"Don't trust her? What more proof do you need! And would you stop calling me Rogue?" she turned and walked away from him angrily.

Logan sighed frustrated. Now Rogue wouldn't even talk to him. Great, could this week get any worse?

The following morning was the first day of classes. Lit started at 10:00 that morning. The students were waiting impatiently at 10:10 with no teacher.

"Where is she?" Kitty asked.

"Dunno; maybe she saved herself and got the Hell outta Mutant High!" a snobby boy replied to her from the back.

"Or, maybe she just forgot to set her alarm!" Professor B said as she walked through the door.

She was dressed in black pants with white stripes going down and a collared button down office shirt with rolled up sleeves. Her hair was pinned back, and she slammed her briefcase on her desk.

"Today is your first day in AP literature. Storm has recommended you few seniors to be in this class. After today, if you don't feel you're up to the expectations of this class, she will move you to one of the lower levels in English which I also teach to the other students here. Does anyone have any questions before we begin?"

Taking his part as the bratty class clown, the same kid that spoke up earlier raised his hand and said, "Yeah, are you gonna show us how you did that thing to Rogue yesterday? That was really-"

Before he could finish, the Professor was in front of his desk and leaned close to him, "If any of you decide to bring up anything not concerning this class without my permission and especially about mutant powers; I will send you immediately to the Headmistress's office and fail you for the day. I have no tolerance for smartalics like you Mr. Bronson, so you better learn to listen instead of jabber on, understood?"

Trying to hide his intimidation, the boy nodded. She smiled, "Good. If there are no more questions we will start."

She walked back to the chalkboard and wrote her name on it, "I am Professor B. While we are in school you will refer to me only as Professor B and nothing else. Now, please turn your textbooks to page 199."

She leaned on her desk as everyone opened their lit books and looked for the page. When they got there, she called on the same boy, "Mr. Bronson, would you please read the poem on that page please?"

Disgruntled at the request, he cleared his throat loudly and read:

"O my Luve's like a red, red rose
That's newly sprung in June:
O my Luve's like the melodie
That's sweetly play'd in tune!"

He looked up at her, unable to stand it any longer, "Do I have to read the rest of it, this is boring stuff!"

At that moment, Warren stopped outside of the back door to the classroom, and watched her sigh in aggravation in the moment.

Then, she looked up at the kid with a new found confidence, and said without looking at the book, "As fair thou art, my bonnie lass, So deep in love am I: And I will love thee still, my dearTill a' the seas gang dry"

She moved around the room, reciting the poem from her own memory. She looked into the eyes of each student, saying the words as though they opened their eyes into her soul. She gathered emotion as she read each word as though it could be her last.

Finally, she ended it with, "And fare thee weel, my only Luve, And fare thee weel a while!
And I will come again, my Luve, Tho' it were ten thousand mile."

The boy in the back looked at her, somewhat amazed at the dramatics she put into the poem. Bobby smiled at Rogue, who was grinning and clapped for Professor B. The other students joined in, clapping as well.

Helena tried to hide her smile as she sat back on top of her desk. Warren smiled, and left them in the classroom unseen all the while.

After everyone stopped clapping, the kid raised his hand again.

She raised her hand to him, "Yes Mr. Bronson?"

Trying to think of the words, he said, "So, this guy uh, Robert Burns; he was like crazy in love with this chick?"

She chuckled a little, "Yes; he believed strongly in love. A wise man once said, 'Love is the most beautiful of dreams and the worst of nightmares.' Even though this poem is the positive side of love; I firmly believe that this quote defines it completely."

"Who said it Professor B?" Bobby asked.

"A poet known as Will Shakespeare. Which brings me to your homework for tonight."

Everyone groaned as she picked up a piece of chalk. Turning when she heard their moans, she exclaimed, "It's not paperwork so you should be grateful. Or, would you like me to hands out worksheets? I have plenty!"

The class turned dead silent. Helena went back to the board and chuckled to herself whispering, "Young people!"

After she finished writing, she turned to them saying, "I want you to search through this entire textbook for the quote that best fits your interpretation of love. Once you find it, you will practice saying it out loud. Tomorrow, each student will come up here and recite their poem with as much emotion and passion as I did. Afterwards, you will explain to the class why you chose this poem and explain your feelings on it."

The bell rang, and the students got up and left. Helena went to her desk and began getting ready for the other classes. Squeezing her textbooks in her hands, Rogue carefully approached her teacher, "Professor B?"

Looking up from her desk, she said, "Yes?"

"I am, wanted to thank you for the other day," she said nervously.

Before Helena responded, Rogue told her, "And I hope you're okay; I was worried about you all day. You haven't talked to anyone about it have you?"

Sighing, she said finally, "No, I haven't."

Helena stood up, and walked Rogue to her door, "Marie, I'm glad your alright; there's no way I'd ever want anything awful to happen to you. It's just; it's been a long time since I used my powers on people; to save people. Even though it's such a helpful power; some people don't appreciate it."

"That's crazy!" Rogue replied.

"I know; but it's true. Now go on or you'll be late for class!"

Rogue began to leave, but then remembered something and walked back to Helena, giving her a hug. Helena, very surprised, hugged her back.

"Hey, don't tell the other kids I'm an ol' softie; or they'll start thinkin' I'm not such a tight ass and try to get out of homework!"

Rogue smiled and started walking away, "Sure thing Professor B!"

That evening, Helena was back in her room leaning on the railing outside on her balcony. She closed her eyes and breathed in the warm breeze coming from the east. Suddenly, she heard a knock on her door.

She walked over and opened it, but no one was there. Curiously, she began closing her door, but realized there was a note on it. She peeled it off and shut her door. Opening the envelope, she read a note saying, 'Be ready for a night on the town in fifteen minutes. I'll be waiting. –W.W.'

Helena smiled, but then realized she only had fifteen minutes, "He's got to be joking!"

Twenty minutes later, Helena was zipping up her dark forest green dress, and then put a brown quarter length sweater on over it. She fluffed her wavy golden hair in the mirror and then walked to her door. She opened it, but no one was there.

Curiously, she looked down the hallway. No one. Then, she went back and read the letter over, "He never told me where to meet him," she commented annoyed that he was that dim-witted to forget.

"I didn't need to." A voice came from her window.

"Oh Jesus! Don't do that," she walked over to the outside balcony and greeted Warren.

"Well, someone looks nice," she complimented, admiring his nice black slacks and dark navy button down shirt.

"You look great too," he said, just a little bit awkwardly.

Eyeing him suspiciously, she said, "Are you nervous Mr. Worthington?"

"What?" he replied, breathing in deep, "No, of course not."

It was clear to her that he didn't know how to act around her since after they kissed, and then after her ignoring him yesterday.

So, she walked all the way over to him, leaving no space between them, pressing herself to him, "I think we should just get this out of the way so you can relax."

Pulling his collar, she locked him into a simple polite kiss. When she let go of him, he leaned back and breathed easier, "Okay, I'm good now."

She chuckled, "Good. Now, where are you taking me?"

He smiled and told her, "You'll see," and extended his hand to her.

Curiously, she took it, and not a moment later they were off the ground. Surprised, Helena grabbed a hold of him. Warren smiled, and flew higher and faster. After a few minutes, they were flying above New York City.

Gazing at the view, she told him, "This is just like Superman!"

"What do you mean?" he asked.

"You know? Superman? The movie? With Christopher Reeve and Gene Hackmen?"

"Oh, you mean the guy from Enemy of the State with Will Smith!" Warren commented cluelessly.

'Obviously, he's not a movie classic buff!' she thought to herself.

Finally, Warren began slowing down his speed, and lightly landed on top of one of the buildings. She let go of him and looked around, "Where are we?"

He took her hand and led her through the roof door, "At a hotel called the Plaza Hotel. We have reservations."

"Wow," she whispered aloud to herself.

Only a few minutes later were they sitting at the nicest table with the best view of Central Park before them.

"This is wonderful; but how are you paying for this?" she leaned over and asked him.

"Well, my father is the CEO of Worthington Industries and does rake in quite a large sum of-"

"Oh right; keep forgetting you're a millionaire!" Helena nodded, remembering he was rich and extremely gorgeous.

The waiter came over and asked, "What would you like to drink Madam?"

Helena glanced at Warren, making sure it was okay to get anything. He smiled and nodded confidently, so she told the man, "I'll have a dirty martini and the lobster special. Oh and for dessert-"

"Uh, no dessert. I'll have the merlot and the lobster as well," Warren added, giving the waiter their menus.

Confused, Helena looked at him, "I thought it was okay to order anything; sorry, I go overboard sometimes-"

"No its okay," he leaned over and touched her hand, "I just have something else in mind for dessert. These places aren't my favorite for that."

"Oh," she wondered, "Sounds good."

She watched him hold her hand, rubbing it with his thumb. Looking up into her eyes, he asked her with an innocent look, "Did I ever tell you how incredibly beautiful you are?"

Taken my his comment, she snorted loudly, and then tried to cover it up, "Sorry, sorry! I'm just uh, whew. I umm, haven't heard someone say that in a very long time."

"Really?" he asked interestedly, "How long?"

Just then, their drinks were brought and Helena grabbed hers and began to drink. Warren took a sip of his wine, and she asked, changing the subject, "How's the merlot?"

"Very good," he told her.

"Yeah," she said, her mind wandering away, "My father used to drink it like it was Gatorade!"

"Oh?" Warren asked, "What was he like?"

Helena sighed, and took another swig of her martini. She knew she'd have to tell him sooner rather than later, so, she explained to him of her father being Leonardo Bianchi and how he did die.

Afterwards, Warren told her, "That's awful Helena; I'm so sorry. I bet he was a great man, despite the rap he had in the news."

Thinking about it as if it were yesterday, she admitted, "You know, I never really felt like he was in the 'business' at all. My parents divorced before I was twelve, and I lived with my mom in Seattle until I went off to college. However, during the summers, I'd come here to New York to be with him. Man, he treated me like his little princess. He'd take me to the Central Park Zoo, the Broadway shows, everything. He was a great cook too; learned it all from his ma back in Tuscany."

"He sounded like a sweet man," he admitted.

"He was, however, my mother didn't care for him. She always told me, Hele, that man is a cold-blooded murder and an unfaithful husband! But I didn't care; whenever he was with me, he was the warmest man and a faithful father. So, I ignored my mom's words even till this day!"

They laughed together, and the waiter brought out their lobster. Before she began eating, she added, "God, I miss him. I bet he'd love you; taking me to the Plaza on a first date! He couldn't stand it when David would take me to McDonalds' for dinner!"

"David?" Warren asked.

'Oh shit!' Helena thought to herself. Unsure what to do next she stuffed her face full of lobster and began chewing, "Umm, this is really good! Dig in!"

Appealing her, Warren began to eat, but didn't forget his question. He knew he'd bring it up to her later, when she felt ready.

After dinner, Warren and Helena walked beside the edge of central park. He laughed and told her, "Man, you can eat like a horse!"

"You know, if I didn't work out as often as I do; I estimated that I'd weigh over 250 pounds by now!"

"No way!" Warren didn't believe it, "That'd take years!"

"Yeah, well honey, I'm not young!" she told him.

Warren stopped her by an ice cream stand, and said, "What do you want?"

Looking at the flavors, she said, "Mint chocolate chip."

Paying for it, he bought them both ice cream. They walked into the park, and he asked her, curiously, "You know, I never did find out how old you are. So, how old are you?"

Taking a bite of ice cream, she asked, "How old do you think I am?"

He thought for a moment, "24."

She chuckled, letting out a short snort and pointed up.

"25? 27? 30!" Helena smiled when he said the last number.

"So, you're thirty; that's not old!" he told her.

"It's quite a few years older than you; 23 right?"

They sat down at a bench in the park, and Warren said, "Seven years is not that bad! Besides, you look great for thirty." He looked at her attractive body in awe when he said it.

Aware of his thoughts she said, "Shut up and eat your ice cream!"

But when she said it, ice cream dripped down her face. Warren started laughing at her. Clueless to her face, she looked at him, "What? Why are you laughing at me?"

Not standing it any longer, he pulled out a napkin and wiped off her face. When he did, she closed her eyes disgusted with herself and laughed.

Very close to her, Warren told her, "You know, you were great with those kids today; in the AP class."

"You were there?" she didn't even know.

He nodded, "You're a really good speaker, and the performance was wonderful."

"Well, I didn't attend Julliard; of course I took theater there!"

"You went to Julliard?" he was astonished.

"That and Oxford, with a couple years at Yale," she said matter-of-factly, throwing her empty ice cream bowl away.

"Wow, I'm impressed, and a little intimidated!"

"Intimidated? By me? How shocking," she said, pressing her temple against his.

Staring at her cold lips, he said, "Yeah, but in a good way."

Nodding, she replied, "Good."

He leaned into her this time, and kissed her very gently. There wasn't even a hint of French. Then, he got up and took her hand. Still a little shocked at the shortened kiss, she rose and took his hand. He extended his wings, and Helena instinctively held onto him just before he flew into the air.

Later, he touched down on her balcony. As soon as he did, Helena pulled him to her and kissed him passionately. Surprised at this, Warren followed her into the room as she shut the outside door.

She kissed him as she fell back onto her bed, bringing him with her. She placed her hands on his wings, and ran them down the soft feathers. Then, she kissed his neck and played with his ear.

After, she moved him off of her and onto the bed, and then got on top of him, kissing him deeper this time. Warren loved her touch; she knew exactly what turned him on and held her waist tightly.

Then, she pulled away from his lips and whispered, "Take your clothes off."

Even though he wanted to, he asked her, "Don't you want to wait?"

She kept kissing his ear, "What for what Warren?"

"Until you're ready," he said, thinking that this was too soon.

Stopping the kisses, she sat up and told him, "I'm not baking in an oven. Trust me; I've been preheated for quite some time!"

She leaned back over him and began unbuttoning his shirt. Still, Warren insisted, "I think we should wait; please Helena?"

She got up, and then asked, "Sure; if that's what you want?"

He nodded. She nodded back, and then slipped off of him. Warren got up slowly, trying to calm himself down. He walked towards the back door, and Helena followed him. He opened the door and walked outside to the balcony.

"Hey," she turned him around. She looked at his face, which wasn't a happy one. Buttoning his shirt back up, she told him, "I'm sorry if I moved too fast for you. To be perfectly honest, I haven't done this in quite a while."

"Done what?" he asked.

"Actually had someone that liked me enough to want to wait. Someone that wants to sweep me off my feet first."

"Sorry, but I feel more comfortable that way," he explained.

"No no, it's okay. It's more than okay. I just didn't think someone would want to romanticize me first."

Placing his hands on her shoulders, he looked at her with his baby blue eyes, "Helena, you should be swept off your feet. I just hope I'm up to the challenge."

Looking at him hopefully, she stated, "I think you are."

Then, he pulled her chin to him and kissed her gently on the lips. Leaning back, he smiled and told her, "Goodnight Hele."

She smiled as he flew off into the moonlight sky. As soon as he was gone, her expression changed from a happy one to a confused one. She went back into her room and said to herself, "I don't even remember the last time a man turned me down from sex! Damn, he must like me!"