After finding a new dress (which, sadly, did not have a hem long enough to reach her knees, much to the grey girl's annoyance), Fern made her way downstairs. Or at least started to when her favorite gangly redhead greeted her at the mouth of the staircase.

Dressed in tight blue jeans and wearing a wide smile, Sean made a show of looking her up and down. Under her usual oversized black overcoat, she was clad in a dress that was a couple sizes too big but still considerably more fitted than what he was used to seeing her in. Approval clear in his eyes and voice, he teased, "Well, well, well, Miss Ailey. Look at you in your glad rags."

The brunette blinked at him. "Huh?"

The boy shook his head and grabbed Fern's gloved hand. Forcing her to spin for him, he tutted his appreciation. "You look nice, Fe."

The grey girl's skin flickered with amusement and embarrassment, but thankfully her veil hid her face. Since he couldn't see her pleased smile, Fern forced her tone to be sarcastic as she replied, "Thanks. I try."

Linking their arms together, Sean fell into step with her and they began down the stairs. "What's with the get up?"

"I'm going to Blake's funeral with Hank and Moira."

The redhead winced. Giving her arm a rub, he muttered, "Heavy."

Fern hummed her agreement.

"When do you leave?"

"Right away, I think."

Sean paused their steps, with him just one below her. Blue eyes shining with sympathy, he thumbed at her gloved fingers. "Do you need anything before you go? Or anything from in town?"

The grey girl smirked at his eagerness and very seriously considered wearing a veil at all times.

Sean squinted. He hated not being able to see her expression. In the short while they had known each other, he had loved being able to read her emotions; not only in her inhumanly large eyes but in how they danced on her skin. Leaning closer, he pressed his face against the black lace with absolutely no regard for her personal space.

Fern resisted the urge to flinch away from him. "Something wrong?"

With a huff, Sean flipped her veil up and pressed their foreheads together. Her scales had a strange grain to them. They were smooth and glasslike, but the moment he shifted a bit closer and went against the seam, they were rough. Still on the stair below her, the redhead had to stretch his neck up to do so. With the lace curtain surrounding them, he beamed at the sight of her wide eyes and glittering skin. "Nope!"

Embarrassed, but enjoying how free he was with his affections, the girl growled, "Get the hell away from me."

"Nope!" Sean circled his arms around her waist and hugged her tight. They were close enough that he could see every variation in the pigment of her blue, pupil-less eyes. Vaguely, he could feel her breasts pressing against his collarbones, but he did his best to ignore them. Popping up on his tiptoes, he chuckled. "Not until you tell me what you want from town." He watched her eyes carefully, noting how the pigments moved and realized she was rolling her eyes at him. With a smile, he continued, "Something to cheer you up."

"I'm cheerful." Fern fought against a smile as she began to squirm in his arms. "I'm practically a fucking Ronette."

"Nah." The skinny redhead pulled back, but kept her veil pushed back. Giving a piece of her black bangs a tug, he teased, "They've got higher hair."

Slapping his hand away, the brunette sidestepped him and continued down the stairs. "True."

Sean smirked but followed without a word.

Moira and Hank waited for the young woman by the door. Fern didn't so much as spare the redhead a glance as she left with them. The young mutant glared at their retreating back, but simply kept on walking to the kitchen. Charles waited for him there, casually cleaning up the mess Hank and Fern had left behind.

"I was wondering when you'd wake," The telepath greeted him with a smirk. He cast Sean a sidelong glance as the boy slid into the table. "Excited about going into town?"

Sean snickered. Rolling his shoulders restlessly, he joked, "Yeah. I think I'm gettin' cabin fever."

"Good thing you'll be leaving soon, then." Charles turned to face him. Leaning against the counter, he watched the student carefully.

The redhead was sitting in a casual pose, his long legs spread with the heel of one foot resting on the bridge of the chair and the other splayed out in front of him, but his expression was hardly so lax. His gaze was distant and the way he fiddled with one of the glasses that lined the table came off as anxious.

"Something the matter?"

"Huh?" Sean blinked and shook his head with a forced chuckle. "No, I mean, it's nothing."

A quick glance in the boy's mind earned a weak, doubtful smile from the Professor. Kicking away from the counter, he placed a hand on Sean's shoulder and gave it a squeeze. "They'll be fine. They're with Moira."

The redhead shot him a sarcastic simper and sighed. "Yeah, well, one gun against a hundred isn't exactly good odds."

Charles nodded. "It's only for a few hours." The corner of his mouth quirked up. "And judging by what I've seen from her…encounter with Shaw, I would say Miss Ailey is more than capable of holding her own."

"That's what I'm afraid of…" Sean muttered. He hadn't forgotten how Fern had shot her mouth off and resisted help. How she had been so reckless- shielding them and gushing that strange black ooze that made her afraid of her own body. Stomach in knots, the young man forced himself to brighten. "At least Moira will be there to keep her and Hank in line, right?"

The Professor didn't smile. He just nodded. Raven had already briefed him on the younger mutants' dislike of his…lack of discretion when it came to reading their minds. Still…it didn't take a telepath to know that Sean was worried. Just casual observation would have been enough. In the brief time they had spent together during their bonding exercise, the younger man had worn his typical vibrant mask of friendly confidence- and Charles had seen right through it.

Sean wore his bravado to distract from his fear. From his grief of losing Darwin and his worries that his mutation wouldn't be useful, but he hid it (at least from the others) quite well. It had also been abundantly clear that he had transferred quite a few of those fears onto the Ailey girl. That she would get herself hurt or lose control.

"She's not your responsibility, you know."

Startled, Sean looked up. "She's my friend."

"I know." Charles inclined his head in understanding. His voice had been gentle and he approached the younger man with an open posture. Resting a hand on the table, he pursed his lips. He knew Sean was listening to him, very intently actually, but the boy's face was almost painfully blank. The Professor sighed and ran a hand through his shaggy brown hair. "But you shouldn't burden yourself with her wellbeing. It was her decision to come, Sean. What happens is on her."

The redhead dropped his gaze to the glass. Fiddling with the mouth of it, he repeated, "She's my friend." His blue eyes returned to Charles', a bit harder than they had been. "And I'm not going to let anything happen to her if I can help it."

"Obviously." The man smiled, compassionate and warm. "But that doesn't mean you're her keeper."

"I never said I was."

"There's no need to get defensive."

"I'm not getting defensive!" Sean snapped. He slammed the glass down on the table and jumped from the chair. Cheeks flushed red, he swallowed. "I'm just sick of everyone acting like I should treat her like she's made of glass because she's got weird skin!"

Charles frowned. "You're right. She needs someone who's not afraid of her…like Raven isn't. Nor is Erik. You don't have to worry about her making friends, Sean."

Sean eyed sharpened as did his smile. "I think we both know Erik doesn't want to be her friend."

The shorter man barely blinked. "And you?"

"What about me?"

"Are you only looking for friendship or something more?" He crossed his arms. "Because, with the way you treat her, it wouldn't be surprising if she developed an infatuation with you. She's already rather protective of you."

"I know."

"Rather fond of you as well, from what I've heard." The Professor pursed his lips. He eyed Sean's faint blush with concern and sighed. "It's been a long time since Fern has been around people his own age. It's only natural she grow attached to people close by…"

The young mutant's expression became a bit tight, but he stayed quiet.

"So," Charles continued, voice soft and unobtrusive. "If she should make a move, it would be best if you let her down gently."

"Why would I do that?"

Charles gaped with obvious surprise. "Well, apart from the fact that you share a living space-"

"No, I mean, why would I turn her down?" The redhead chanced a glance at the Professor's shocked features and fought against a blush. He wasn't even sure why he was bringing all this up- he liked Fern, but he had never really thought about any kind of future with her. They were barely even friends. She barely even tolerated him- but the idea that she could, that she was protective of him already and already attached made his heart beat a little faster than he would like to admit. "Couldn't we at least try and have some kind of relationship?"

"Oh." Blue eyes wide and clearly thrown by the question, Charles nodded dumbly. "I…I suppose. After all, who am I to deny your right to, uh, fraternize. I just thought…"

Sean arched a thin red brow at him. "That I wouldn't like her because of how she looks?"

The older man chuckled. "You must admit her appearance can be rather jarring."

"Yeah, but I like her." The student cheeks flushed with the admission. "And you know what? I like how she looks. How she can't lie and how her skin changes and how bright her eyes are…is that weird?"

At Sean's anxious expression, Charles smiled. It was nice to see some genuine emotion from the young man. Something that wasn't a fake smile or throwaway joke. Nodding his approval, he told him, "It's lovely. Are you going to tell her?"

"I can't." Sean chuckled and shook his head. "She'd think I was making fun of her."

"I think that when the time comes, if you told her exactly what you said to me just now, she would believe you." The Professor clapped the younger mutant on the shoulder.

"You think?"

"I think."

"Think what?" Alex cut in.

Sean shook his head as his smile widened. "Nothin', man, don't worry about it. You finally ready to go, Summers or did you wanna spend a few more hours fixing your hair?"

The blond glared at him. "Just get in the damn car, Cassidy."

With a snicker, the gangly boy slipped past him, purposely knocking their shoulders together as he passed him by.

To Fern's surprise (and utter joy), the flight they had been scheduled for was being flown by Michael Jacobi. The young mutant spent most of her time in the cockpit, just as she had during her first trip to Virginia.

It was a good distraction for her. Having never been to a funeral before, she wasn't entirely sure what to expect. Hank and Moira had both assured her she wouldn't need to talk to anyone or make any grand speeches, but she still felt she had to say something. It would be wrong to bury a man who had been so unbelievably kind to her without saying something to honor him.

She was still mulling over those possible words when they landed. She bid her pilot friend a heartfelt goodbye and exchanged addresses with him (or rather, she exchanged the address of a P.O box Moira had set up to receive mail from the C.I.A) before she allowed Hank to basically herd her into the town car Moira had called for.

"If we don't leave now, we'll be late," the taller man warned her.

Frowning, Fern nodded and merely offered Michael a weak wave goodbye. She didn't want to be late. It would be disrespectful- both to Blake and to those who had gathered to mourn him.

As it would turn out, she wouldn't have to worry about the latter. Blake Sullivan was being buried in a designated grave at a C.I.A burial site for those whose family didn't make arrangements. There were a few other agents being buried there as well, but all of them had large gatherings of people around the casket. They were covered in flowers and surrounded by sobbing loved ones and Fern felt sick when she realized how utterly alone Blake would be.

Vaguely, she was aware that it was preposterous- the man was dead, what did he care if no one mourned him? But the thought of such a nice man being alone, being buried alone and left unvisited, made her heart ache. Licking her lips, she ignored the slide of her second eyelids.

Only a preacher stood at the base of Blake's coffin (a simple pine box with a Star of David engraved in the wood). Hank slid his hand into her gloved one and gently pulled her forward, closer to the man. Moira joined her side. When the male mutant went to pull away, Fern held tight.

"-and so we ask you to take this man-"

"His name was Blake," Moira told the man. Her voice was thick with tears and she had to swallow them before she went on, "Blake Sullivan."

The preacher nodded, a bit awkwardly and continued, "Please take Blake into your arms and hold him to your light, forever and eternity, Amen."

Fern frowned as the stranger snapped his Bible shut. She had never been to a funeral before, but the entire thing couldn't have taken more than five minutes. That couldn't possibly be right. Blake had been a good man and from what she had heard, a good agent- why wasn't there more? Irritation made her jaw tight as she asked, "Is that it?"

"That's it." Hank sighed. He gave her hand a squeeze and let go. Wrapping his arm around her shoulder, an action neither of them were completely comfortable with, but one that was appreciated all the same. "All that's left to do is pay our respects."

The grey girl swallowed, watching as the casket was lowered into the cold, hard ground. Squirming, she moved closer to Hank and tried to keep her voice firm. "How do we do that?"

"You could say something about him, if you like," Moira offered. Her gaze followed the groundskeepers as they walked away to leave the three of them in peace. "Something that reminds you of him, or of how he made you feel."

As she bit her lip, Fern nodded with unease. Clearing her throat, she was glad they couldn't see her scales or her eyes as she spoke, "I didn't know Blake long, but I can say with confidence that he was one of the finest men I ever met. It was an honor just to have known him."

Hank nodded. With a sniff and red eyes, he agreed, "He was the first human who ever found out about…what I was. He never treated me any different. He was still kind to me. He never made me feel…" The young man swallowed. "Like I was a freak."

"Me either," Moira breathed, much to the surprise of the mutants. Ignoring their eyes on her, Moira wiped at the tears that stained her cheeks. "He never treated me like a secretary or a joke. He was…"

"The best," Fern finished, sliding her hand into Moira's and pulling the petite woman closer to her side.

The agent sniffed and let out a breathy laugh. "He really was."

For a few minutes, the trio stood in silence. Finally, Hank broke away from them and reached for a clump of dirt. It was damp and cold and his stomach dropped at the hollow thud it made when it fell onto his friend's casket. With a cringe, he stepped back to let Fern do the same.

The grey mutant licked her teeth as she let go of Moira's hand. As she bent down to grab a fistful of soil, she whispered, "Thank you for trying to protect us."

Hank dropped his gaze as she came to his side. They watched as the human woman repeated the process and without a word between them they went back to the car.

In New York, Sean, Alex and Raven had gathered all the supplies they deemed necessary for the group's survival. With all the work-out clothes and nutritious food Charles had asked for, they decided it was time to have some fun and buy some well needed crap to amuse themselves with. The department store they were in was hardly busy, with only the odd housewife to be found inside.

Sean picked a stuffed animal up from the shelf. It was some kind of little black dog. A smirk twitched at the corner of his mouth. He remembered Fern mentioning that her mother intended on giving her room away to one of the local strays.

Vaguely, he wondered why he was thinking of Fern when he was hanging out with someone who looked like Raven. His eyes flickered over to where the blonde was picking through a rack of dresses. It wasn't that he disliked Raven. She was nice and bubbly and a bit insecure- Sean supposed they were quite a bit alike in that respect. Still, she didn't seem to need his affections like Fern did. Raven was warm enough on her own; she had no need for it.

Fern…Fern needed it. Fern needed someone who wasn't scared of her and wouldn't judge her and Sean was happy to be that person. He wanted to help her (and the rest of the team) any way he could. Besides, liking Fern came naturally to him. Maybe it was because they were so different. The only thing they seemed to have in common were their senses of humor, but that was enough, more than enough, to make him like her. He liked that she kept an eye out for him and listened to him and played with him when the others wouldn't. It was nice to be able to relax with someone when it was so tense. To have someone to laugh with and tease and he loved being able to see the delight on the grey girl's skin. Even when her expression was muted, Fern's skin spoke volumes. Much like Fern herself, it offered a kind of candid honesty- unadulterated and blunt and Sean felt hopelessly attracted to her.

His eyes flickered back over to the blonde. With a sniff, Sean stepped out of the way of a woman pushing a baby carriage. He lifted the toy up in a good natured greeting and ignored the withering glare she sent his way. Maybe that was why he didn't like Raven; Raven wasn't real. She was a disguise. A disguise of blonde hair and false cheeriness and while he liked her just fine, he couldn't trust a word out of her mouth- because it would be exactly what he wanted to hear.

Nothing would come of it, of course. The redhead was fairly certain that she wasn't emotionally or socially mature enough to even fathom a sexual relationship. Charles was right- Fern was sheltered. She hadn't been around people her own age in years and while she had a certain… allure, she was nothing like his usual type. Too blunt and aggressive but he liked that, too.

The boy felt like an idiot. His fingers dug into the stuffed dog's plush fur and he resisted the urge to tuck it under his chin like a little boy.

Fern didn't like him. Fern didn't like anybody she just tolerated him and he knew that at times his affections made her uncomfortable.

It was part of the reason he was so eager to give them to her, she needed someone who wasn't afraid or disgusted by her like Alex or interested in her the way Erik was. Sean knew the man made her uncomfortable and he never wanted to make her feel that way. Even if it meant they could only be friends.

His gaze flickered over to Alex (who was doing his best to look as bored and aloof as possible) and held up the little dog. "Hey, do you think Fern would like this?"

Summers' blue eyes rolled over to the redhead. They dropped to the stuffed dog and he scoffed. "Oh god, do not go turning into Hank over Frog Girl."

"Don't call her that." Sean bristled. "And she's at a funeral. She should have something nice to come home to."

"Xavier's isn't our home. It's just where we live."

The redhead lifted an absent shoulder. "It wouldn't hurt to get them something nice, would it?" He made the dog nod its head back at him and grinned to himself.

Alex snickered. "Oh, now it's them, huh?"

Cassidy's cheeks went pink. "Shut up, Alex."

"You could fix up the pool for her." The young men turned to find Raven smiling at them from across the aisle. A large bundle of dresses and jumpers and other inherently feminine clothing filled her cart. "We haven't used it in years, but I know she loves to swim."

"So she is a frog." Alex elbowed Sean in the side. "See, I told you so."

Neither of his friends laughed.

A/N: Shout out to my wonderful beta, Linda Ku!