It was another late night. Kitty lay on her side underneath the covers, eyes open and lost in thought.

She felt a little strange about Logan's interest in her. It didn't seem to suit him, this kind of devoted attention from him towards anyone was unusual. She'd caught him looking at her numerous times this morning, and anytime he saw her, it always looked like he wanted to say something. It wasn't creepy so much as it was odd...why did he care so much about her? She could only wonder what he was hoping to achieve in the end.

The more she thought about it, the more it made her insides squirm. Again, she could not tell if the feeling was good or bad. She wondered if he had been told to spy on her, if this was all just under the orders of someone else like Storm or the Professor in his absense. It was possible. But she believed it was more than that, and she wanted to know how much more, and in what way. Had he looked at her with desire last night when he had draped the blanket over her while she slept. She knew it had been him. Had he wanted to touch her, to caress her hair and leave a kiss on her lips? What if he did do that and she had slept through it? Would he want her even at her worst moments, or did he only like it when she was cheerful and perky like she so often acted out for everyone?

She knew one fact for sure; if he wanted her at all, the one thing that was on his mind was sex. He'd been so much more attentive to her since the Trask Laboratory incident; when he saw her naked body laying before him that day, did it awaken a primitive craving inside? Did he desire her physically, did he want to take control and crush her underneath him like Colossus had done? Did he want to force her to submit, to feel the power and dominance as he broke her down? She shuddered and caught her breath as she suddenly envisioned the scene, replacing Colossus's face with Logan's. And yet...if that was what he wanted, she almost felt as if she ought to let him have it. There was a hole torn into her heart, leaving her feeling incomplete and unsure of what to do.

She slipped out from underneath the sheets and grabbed her jersey knit nightgown from the where it hung on the bedpost, pulling it over her head. She figured if she was going to be creeping through the mansion tonight, it'd be best to be wearing more than just her cute little silk boxers. As comfortable as they were, they really didn't do a great job of covering her up.

She left the room without opening the door, not wanting to wake anybody up. She was pretty sure that there weren't too many people who would be pleased with what she had on her mind right now.

- - -

Logan was having a great deal of trouble falling asleep. He tossed in his bed, trying different positions and readjusting his pillow several times. No luck.

He couldn't rest his mind. Maybe something good would be on television right now and he could ease the stress that was building inside his head. But first he'd need to find the damn remote. He grumbled as he threw his legs over the side of the mattress and stood up. He checked behind the console, under the bed, on the bathroom counter. Getting increasingly frustruated, he yanked open his top drawer- and there was the remote, nestled innocently in a cluster of socks and underwear.

There was a knock on the door. "I'm up." It was his way of inviting in whoever it was.

The door creaked open a little and Kitty's face appeared in the sliver of open space. Logan's heart jumped into his throat. He caught his breath and shut the drawer, placing the remote on the foot of his bed. "Hey kid...you can come in." His voice was cautious and soft.

She sidestepped through the crack and shut the door gently behind her, making sure the knob clicked into place. His eyes travelled down her body. The soft pink fabric of her nightgown was fitted just tight enough to show off all the important angles of her body while at the same time leaving plenty of room for imagination. The low, scooped neckline exposed her elegant collarbones and the slightest glimpse of cleavage. The hem cut off mid-thigh and her long, slender legs were flawless and shaved smooth. His heartbeat sped up and he forced himself to look back up and meet her own eyes. He didn't want to be caught staring at her like that.

He needn't have worried. She was doing the same, taking in his muscular form, his firm hands and the little tuft of stomach hair and...shit. He'd forgotten that he didn't have a shirt on. "Sorry, hold on a minute." He dug through the second drawer of clothing. "I didn't realize-" She stepped forward. "Don't worry about it. I don't mind."

He instinctively moved away as she came towards him. He wanted her to feel comfortable around him and the last thing he wanted to do was crowd her or make her feel cornered. That reminded him.

"Kitty, I'm sorry for last night. I didn't mean to..." He trailed off. She was shaking her head and looking at him imploringly. "No, I'm sorry. I shouldn't have acted so crazy...you just caught me at a bad time. I like when you're around." She was still advancing in his direction and he was running out of room between him and the wall. He'd learned by this point that he needed to give her plenty of space but this time it seemed like she was trying to get closer to him. Her eyes had a peculiar gleam in them, almost anxious but he couldn't focus on her expression- her lips were just inches away and, "oh god", she had just grasped his waist tightly with her long fingers.

He tried to take one more step back, but he could go no further. The bedtable bumped against his legs and the lamp wobbled, making the shadows in the room waver. "Kitty-" his attempt to protest her advances was cut off as she suddenly leaned in to kiss him.

The contact sent waves of arousal to his most sensative regions. He could not bring himself to push her away; her lips were so soft and smooth, her touch was so gentle. He opened his lips slightly and their tongues met in between. He noted the faint taste of mint and was swept up in how silky she was inside his mouth. As the kiss became more involved, her hand snaked sensually across his stomach and then down to his waistband, exploring the outside of his sweatpants and the growing bulge that was radiating heat through the fleecy cotton. Logan moaned with passionate fervor, and involuntarily jerked his hips forward a bit as he reached around to pull her in closer to him.

She flinched. It was all he needed to bring him back to his senses. He twisted his head sharply to one side, breaking the kiss. Holding her firmly by the shoulders, he put two feet of distance between them and looked down at her wide eyes. "Why are you doing this?" His voice was husky but his face was serious and suddenly all his lust had vanished.

"Doing what? You do want me, don't you?" She looked and sounded extremely hostile and even, he thought, a little afraid.

He didn't know how to answer the question. He was a mentor, a teacher, a voice of wisdom in this place. He loved her, but in what way? He had responsibilities, after all, and those were supposed to come first. "No. I mean I...no. I want you to- you need- you don't know what you're doing. You're confused. I'm sorry, Kit-" she tore away from him and stormed towards the door. To thoroughly display her anger, she chose to open it and then slam it behind her instead of simply phasing through.

He sat down on the bed. Guilt battled the lingering desire inside his tired mind. She was so beautiful, so young and delicate. He wanted to see her smile again. He wanted to see her troubled thoughts disperse. He wanted to be the one to help her through this mess that she had fallen victim to.

But she had kissed him. And he had liked it. She had kissed him because she couldn't comprehend any other kind of love or any other form of compassionate bond. She had expected him to take control and to take her and force her down into the mattress. She had wanted him to do it, because that was all she knew. And truth be told, he did desire the physical merits but he didn't want them without the deeper aspects of a relationship. He wanted her to know how much he loved her and he wanted her to realize how much respect she deserved and how much he was willing to give.

But it had still blown him away when she kissed him.