Jesse's consciousness returned before he opened his eyes. For an instant he panicked, before the familiarity of the situation brought back the memories. His chest felt tired, as though he'd just run a marathon. Voices registered in his perception and he listened, without opening his eyes.

"…breathing was cut off for at least twenty minutes." Jean.

Jesse felt rather than saw her lean against the wall above his head. "Whatever it is he's hiding is the only thing that kept him alive." She sighed. "Jesse, please open your eyes, I know you're awake."

Jesse blinked a few times, adjusting his eyes to the light, then looked up into Jean's tired face. A red cut dripped from just above her left temple and her hair was disheveled. Behind her Kurt crouched, now dressed in a blue jumpsuit with red shoulders and yellow gloves. He watched Jesse intently. The immortal shifted in a tiny bunk and sat up slowly. His vision swam for a second then steadied, the ache in his chest already fading. Jean broke the silence. "Jesse, you're entitled to your secrets. But I would say that this is an extenuating circumstance." She sat down on the floor, moving stiffly, and Jesse saw the patch of dried blood on her left leg. He looked to Kurt for an answer, but was startled by what he saw.

Kurt's eyes, normally so bright and active, were a dull golden color and looked like eyes from a painting. They were flat and lifeless, a sentiment echoed by the tired, pallid gleam of his skin, which was a tinted blue with bruises and shadowed by the minimal light. Jesse thought the light must have been flickering, because Kurt's face did as well, like the jumps and skips of old video footage.

A slight muffled roar told Jesse they were in a plane of some kind, moving fast. Probably to get away from whatever had attacked them. Kurt's soft German accent was barely audible.

"Jesse," he said, and the boy realized what a relief it was to hear Kurt use his real name, "Those people that attacked vant us dead. And Herr Professor thinks they might know about you." The light flickered again, making Kurt's face look desperate. "Vhy don't you trust us?" he whispered.

Jesse stared at his friend, and at Jean's bloody face. Could someone have found out about him? Had Winnie let something slip? Had Miles been found out, and then traced to him? Questions he had no answer to. Jesse ground his teeth. "Tell me about you first."

Jean leaned against the wall, her legs pulled up beneath her chin. She nodded. "Fair enough." She seemed to brace herself, then told her story.

"I was ten years old. My best friend was in a car accident." She drew a breath. "I reached out for her- mentally. Our minds were linked when she died. I was in a coma after that. No doctors could help...except for Xavier. He saved me. When I was a teenager, I came to the institiute. Professor Xavier showed me how to control my powers and to use them to help people." Jean looked up at Jesse. "He saved me," she repeated softly.

Jesse nodded. It didn't take a telepath to see that Jean was loyal to Xavier. He looked to Kurt then, who was fiddling with his watch. The German boy looked up and shifted so that he was sitting with his legs crossed. He looked incredibly uncomfortable.

Kurt fiddled with his holowatch, which had been damaged in the fight. He had intended to tell Jesse before this, but now his courage left him.

"Vhen I vas born...my mother abandoned me. I vas found by a gypsy voman named Margali. She raised me in a circus, vhere I performed. Eventually Herr Professor heard of me and asked me to come to the school." His fingers sought his watch again, and he shrugged, which looked more like a grimace with the flickering. Jesse then noticed that the small, glowing panel overhead was giving off a steady light. The flickering had nothing to do with it.

"I accepted and here I am."

Jesse studied his friend. The flickering continued, and Kurt's skin had an unhealthy blue color. His eyes seemed luminescent. For whatever reason, Jesse felt a chill go down his spine. "What can you do?" He had to ask.

Kurt looked at him, looked away, glanced around the room like a trapped animal looking for an escape. Then he sighed. Only then did Jesse notice that Jean had discreetly left, leaving them alone.

Kurt's gaze returned to his friend, steady but sad. "Brace yourself," he whispered. His fingers hit something on his watch, and Jesse couldn't contain a gasp.

Before him stood a slender, blue-skinned creature. The feet were birdlike, the hands three-fingered. A- a tail- twitched behind the legs, and the eyes glowed an eerie, demonic yellow.

For a second Jesse couldn't breath. Flashbacks of that night in the alley came then, the yellow eyes the last thing in his vision. He looked into those same eyes now, and he saw something like fear, and a deep desperation. Eyes met; blue-gray and fire-yellow. And Kurt's seemed to plead, silently: Don't be afraid.

And Jesse found that he wasn't. He saw the features clearly now, without the flickering. This strange figure was still his friend. His friend, who had just trusted him with his darkest secret.

Jesse stood slowly, and put a hand on Kurt's arm. Kurt watched him, hesitant, then slowly smiled. Jesse blinked. Two tiny vampire fangs adorned the boy's grin. Jesse laughed. "Why didn't you tell me sooner?"

Kurt fairly beamed. Jesse didn't mind the way he looked! He was still his friend. Then he remembered- Jesse had his story to tell.

"Vell?" he said. Jesse took a breath. He could trust Kurt. He'd found his friends.

"Ok," he said. And began.

AN: Please R&R! This is probably the longest chapter up yet and I'm not sure how soon the next one will come, but I'm working on it. Thanks to emi and ninjagirl44!