Disclaimer: I do not own x-men first class. If i did...well, there would be a LOT more slash. Just sayin'.

A/N: Everything gets in the way of Charles&Erik. I have a feeling they'll prevail though. ;) Thank you everyone for staying with me, it means a lot.

Raven had screamed. It echoed and bounded, raced and twirled high octaves that rang perfectly down the white washed walled halls. Erik had acted on instinct, arm wrapping around Charles' waist and pulling him roughly behind the bend of a corner, and soon was shuffling Raven along as well. Her face had gone pale, the colors drained and sweat beaded in fair threads down her face. Her hands were clasped like claws over her pressed down lips, and her shoulders shook with shed terror.

"I see them, Charles." She whispered, voice cracked dry and barely above a whisper, although it seemed loud in the halls. Charles froze, stilled, and Erik felt his body tense against his own. Charles hurriedly shrugged out of Erik's grasp, feet shuffling over across plastic coated floors to have his hands grasp the sides of Raven's head, both fingers digging into her two temples. Erik was tense, senses screaming for them to hurry, but they were only at the entrance, the front wing, and in the dead of night only the cameras were watching. Well, he could take care of those now. He flicked his wrist, fingers moving calmly and that was that. They were safe from the recordings for now. Raven was gasping, her hands flaying up to grind into Charles', her nails digging deep.

"What's wrong with her, Charles?" The telepath didn't respond immediately, just closed his eyes and focused on keeping her calm. Erik wasn't sure of the situation, felt out in the dark, but when Raven's hands had begun to lax up, nails retreating from Charles' skin, did he relax slightly.

"Barriers, Erik."

"For what?" Raven's eyelids fluttered closed, her head falling forward so her forehead rested softly against Charles'.

"Her memories." Charles' voice was hard, strained and distant and Erik felt his heart freeze for an instant. What was this feeling, this dangerous aura emitting from Charles?

"Why are you blocking them?" Charles turned his head slowly; his eyes glazed and misted over- a dull humid blue.

"She'll go mad if I let them go, Erik. I block them with emotional barriers. Sometimes they tend to slip though…" He turned back around, and when Raven's eyes opened again they looked brighter, richer and healthier and she smiled a weak smile.

"That was embarrassing. I didn't blow our cover did I?" Charles shook his head and slowly helped Raven to her feet. She stood tall and Erik couldn't help but feel a ting of respect for this loud girl.

"I disabled the cameras, but if their off too long it'll be obvious something's wrong. At most we have an hour to get to know the building." Charles nodded and stepped forward his eyes clashing with Erik's.

"Remember: do not attack. Find the mutants and get out." Erik couldn't help but grin at Charles' commanding demeanor.

"Of course." As Erik passed, Charles caught a whiff of the man's familiar scent: cinnamon and clove. He stood for a moment, straining to hear until Erik's footsteps had disappeared, eyes staring into the spot where his friend once stood. Then he turned to Raven, and noticed her eyes reflected his determination.

"Are you ready?" She flashed him a confident smirk.

"For this?" Her eyes gleamed. "Always."

Erik felt like he had been here before. This building was identical to the lab he had escaped from, the white, the silence. If it was indeed like the one he was in before then the layout must be similar. If he remembered correctly then the mutants were held in cells on both floors, small narrow rooms and they were caged in, each cell able to withstand that mutants power. It was frustrating, in all honesty. To be surrounded by flimsy plastic and not able to break free. He gritted his teeth, the once felt humiliation washing over him again. He knew he hadn't been honest with Charles: Shaw was defiantly here. This was the main lab, the main checkpoint. This was it; there was no going back. He would leave the saving of some mutants to Charles and Raven. He was going after Shaw.

Raven walked quietly beside the blue-eyed telepath, her rubber soled boots not drawing a squeak from the hard plastic covering under her feet. She stole a quick glance at Charles, whose fingers were pressed against his temples in complete and total concentration. She knew they were going the right way, felt cocky and complete as they walked, so when Charles' hand shot out and grabbed her arm she flinched.

"Transform into a nurse, Raven!"

"Wait-wh-?"

"Now!" Without further hesitation she morphed, her blonde hair turning brown as it joined into a bun on the back of her head, peaking out softly from a white starch hat. Her eyes turned tired but kind, a dark brown, and her lashes shrunk in some. A formal white button up gown and pointed shoes appeared. Charles regarded her with a saddened forlorn look.

"Why her, Raven?" His voice was choked, and Raven's eyes narrowed, her slender brown brows creasing together.

"They won't know her here. Her records have already been erased. She's a traitor, they won't keep her memory around." Then her altered voice softened and her hand clasped lightly against Charles' cheek, which on instinct leaned into the touch. "I'm sorry, Charles. But bear with this look for a while." His eyes swam with unspoken emotions and he wanted to say them all, but instead he just nodded. Then he smiled.

"Let's find them, M-," He inhaled deep, his eyes closing and when he opened them again the lost emotions were gone. "…Raven." They continued on, going through identical hallways, each numbered and each narrow, but Charles kept concentrating and soon a pungent smell wafted up to them. It was hard to place, of morphine and smoke, and Raven tensed. A man in a dark clad suit passed, his clothing holding nothing but a holster and what seemed as a gun, but Charles swallowed hard as he remembered the pain of such a monstrous weapon. The man froze mid step, turned and faced the two mutants by the wall to his left.

"Nurse, what are you doing with that?" His eyes darted down to Charles' hands, eyes narrowing at his free hands. "Where are his binds, nurse?" Raven licked her lips, abandoned nervousness and hate firing off her tongue as she responded with a clip: "I'm taking h-it, to its cell. Is that acceptable?" The man stepped forward, eyes tracing every aspect of Raven's transformed figure.

"You don't look familiar. What's your name?"

"Moira MacTaggert."

Erik was frozen. Shocked. It made his nerves numb cold, freeze up, and he felt his heart stop, the blood pounding ruthlessly in his ears. The blood smelled fresh, the metallic copper feel and taste slippery on the tips of his fingers as his nails itched along a metal experimentation table. The mutant lay motionless on the cold steel, body unmoving and clad only in chains of iron. Erik's eyes darted to the mutants face and he couldn't control what happened next. The room was destroyed within minutes and Erik was storming out, not caring about the blood on his hands, the metal chairs and tools that had flayed across the hall and into the walls across. The room was in ruins and his anger still raged: that mutant, his eyes were a lifeless blue, his skin pale and hair dark. He had resembled the perfect Charles. Almost exactly and Erik ran a shaking hand through his hair. No doubt the guards had heard that, the crash of metal on plastic, and Erik could only hope that the walls here were soundproof as well. His hands were still trembling and he tried deep breaths, but they came out short and exhausted. He had lost it. Lost it when he saw those cold eyes, the eyes that should be warm and exuberant and full of life. It scared him, and the thought that he had become so unconditionally attached to this one man, this one mutant scared him the most. He realized it then: he couldn't loose him.

The guard studied them before lashing out, his knuckles coming into contact with Raven's cheeks, staining her fair olive skin red.

"You dare carry a mutant without supervision, without binds and without a weapon? You know I've heard of nurses having fallen in love with these things before, and if you're one of 'em-!" But he stopped there, his eyes drooping and then he fell, head smashing into the ground hard enough for something to be heard cracking. Raven's eyes were wide as she turned her gaze to Charles, whose fingers were at placed roughly against his temples.

"Charles-?" The guard began to rock, writhe on the ground, and although his mouth was stretched open far and wide as though he was screaming not a sound came out. His nails clawed at his head, his eyes were screwed tight, and a small sliver of red trickled lazily from his ear.

"Charles, that's enough!" Raven's voice carried a fair warning, panic rising slowly in her. The guard was not slowing; tongue falling out over thinned cracking lips, and his foot collided against the wall. A hollow echo followed.

"Charles!" And as she went forward and wrenched his hand away, his connection broken, and the guard stopped moving. Raven was silent for a while, studying the motionless human before she whispered: "Is he dead?" Charles shook his head mutely, lips pressed into a hard line.

"Over here, come, Raven." She followed with little hesitation as Charles moved around the guard and started to remove the uniform. "I need to blend in." Charles whispered as his fingers fumbled with the thick buttons on the guard's dull uniform. Charles could pull off being a guard; they defiantly would be able to get away without clearing everyone's memories. The uniform was big on him though, especially around his torso, Charles' thin frame not matching well to the guard's thick one but it still managed.

"This is dreadful." Charles sniffed, hands twitching with disgust as the bagging sleeves brushed over his wrists. Raven nodded, not truly in the mood to say anything and helped Charles move the body to rest behind a bend in the corner, so if any guards came down this upcoming hallway they wouldn't see the partially clad guard immediately. They continued on the twisting hallways, Raven's impatience and sudden slight panic intensifying as they turned back around to yet another identical hallway.

"This is insane, how did we ever manage to get out of this place?" The hallways began to stop numbering themselves the deeper they went, and Charles realized that if they were going to free some mutants, help them out because although he would love to free all of them it would take too long, that if and when this did happen, how were they going to get out again? They were beyond lost now.

Erik, you must calm your mind. Are you all right? Where are you?

The wave of relief that rushed through Erik was immense, and his walk only intensified in its pace.

I'm fine, Charles. Now, stop talking to me and find those mutants.

The feeling of amusement tickled his mind, and he felt his lips quirk upwards.

I'm working on it, my friend. We ran into a guard though. Did you realize I could erase people's memories?

You sound pleased with yourself.

I am. Although I must say my friend, we are getting quite annoyed.

Understandable.

We haven't found the other mutants yet. We are close though.

Good, keep looking.

Erik? Promise me something?

Charles' voice had dropped a few octaves in his head, became a secretive quiet hum, and Erik felt a shiver go down his spine like ice cold water. Before he could stop himself he whispered:

Anything.

Don't go after Shaw.

And with that Charles had left his mind like a once forgotten dream and Erik was stood standing in lighter grey hallways now, more doors appearing all around him and even though he was so close, so very close to discovering something he didn't feel the need to do it now. He wasn't sure if Charles would fuck around with his though process, it wouldn't be something the telepath would seem to do, so Erik stilled his walk, stilled his thinking, and just listened. There was some distant beeping of a digital clock, occasional footsteps of officials that had yet to find him, the rattling of hands some ways away. Erik opted for that direction, sliding on the heels of his feet as he walked in quick brisk strides, and he felt Charles now, not in his mind but his body. He felt him near. He grinned, that shark like grin that showed to much perfect teeth, and he advanced sharper to his prey. He walked until he didn't know where to walk anymore, when everything was just second nature-the looking into rooms, files, the running down corridors and abandoned hallways. It was tiring, but Erik told himself he never got tired and picked up his pace. At the end of this hallway there were double doors, wide and tall, and Erik could tell it was thick and plastic by the way he couldn't open it with a twirl of the wrist. Cautiously he pushed it open, the plastic cold to touch, and just as he was about to step through he stopped as he was face to face with Charles. He was smiling, his eyes shining brilliantly under the tacky florescent lights, and Erik let his hands fall limp to his sides. Then his eyes noticed the outfit.

"Charles, what are you wearing?" The telepath's grin never faded.

"I'm blending in! Come on, there's three of them in here!" Charles turned and raced away, running down the hallway and down a flight of stairs Erik had yet to see before. He followed willingly, exhilaration and excitement pounding in his blood, replacing all other emotions that were most familiar. This was it.

Raven supported Charles' shaking form with her left arm, with the other she pushed open the doors that were bolted shut only moments ago with her right. Charles' eyes looked around warily, and they widened before he shrugged Raven gently off him. The room they had entered was wide and long, and on each side there were at least three cells. Three total. They were numbered, from 20-23, and Charles felt his heart seize up in his throat. He turned to Raven, giddy and nervous but paid the feelings no mind as he stared into his sister's wide eyes.

"We've done it Raven! See if you can start to release them, but be wary of what you touch. I'll contact Erik." Raven raced down the lithium stairs, her footsteps echoing on the metal, and when she reached the bottom she darted without hesitation to the cell on her right. She gazed in through the thick plated glass, the cell narrow but unusually clean. Inside there was a young man, dark hair hustled and his head was lowered in sleep. He had on the formal hospital gown, and Raven's eyes traced down his thin body until she couldn't help but gasp at his feet. Instead of toes it was like another sprout of hands unfolding, the veins blue and pulsing and the skin an ugly irritated red. She felt her chest contract, grief swimming in her as she noticed now his bruised pale skin, his needle prodded hands. She rapped gently on the glass. The man stirred, eyes darting up and as he saw the nurses uniform he scooted away up against the wall, glaring up as best he could though the strength behind his eyes were weak. Raven inhaled, and reached out to press an intercom button by her head on the cell. There was some slight static until it cleared, and she brought her mouth close to the mic.

"Don't be scared. My brother and I are here to save you." Then she began to shift, scale like ripples going down her body, replacing pale skin with dark rich cobalt. Her eyes snapped yellow. "I'm like you." She whispered and the man's head rose.

Erik descended the stairs, coming to land upon yet another hallway. Charles stood in front of him; smile still in place and to Erik's surprise the telepath reached forward and pressed a warm hand to Erik's cheek. The gesture was comfortable, it seemed to put Erik's frazzled mind at ease, and he couldn't help but lean into the touch.

"We've finally done it Erik. We're going to be able to stop these labs." Erik nodded, his hand coming up and enclosing Charles' hand in his own. The telepath's blue eyes shone bright, and he stepped closer, Erik smelling the soft scent of vanilla. But then Charles shifted, his body seemed to have a ripple trudge through it, and Erik's heart froze, his hand loosened on Charles' own. Charles' image waved again, the opaque of a person leaving him and Erik could see through Charles' chest. He jumped back, alarmed, and Charles seemed to fade and disappear completely. Erik's heart raced his mind throbbed.

"Char-?"

"How good to see you again, Erik Lensherr. Do you remember me?" The woman's voice that sounded from behind him froze every part of his being, made every nerve go numb. He turned hesitantly, eyes coming face to face with dark blue ones. Blonde hair obscured his vision as the woman stalked toward him, eyes falling over his body tiredly.

"So you do care for that man." Her eyes flickered to where Charles would be standing still. "Interesting." Erik growled, eyes darkening and he turned completely, facing her with the hate burning hot in his eyes. She took a wary step back.

"You fucking stay out of his head." His words were cold and low, and Emma felt an involuntary shudder at his words. Then she smiled.

"Too late, sugar." And the hallway and the telepath melted away. Erik banged his fist against the wall in frustration, the echo bounding off the walls and he dashed away, desperation written all over his face.

Charles!

He thought desperately, feet skidding as he turned another sharp corner.

Charles, hurry and get out!

Raven's hands fluttered to this mutant's arm, who was wobbly on his feet. He turned to stare up at her, smiling awkwardly.

"I'm Hank McCoy."

"Raven." And she couldn't help but smile at this man, this man who felt the need to hide as she did, because in this society appearance judges everything. They locked eyes but the man flushed and turned away, just as Charles was rapidly descending the staircase.

"Hurry, Raven. We haven't got much time." Charles turned and ran across the room to the other cell, fingers flying to his temples and he pressed into this kid's mind: Alex, don't be alarmed, I'm like you. I'm here to help. One press of a button and this mutant was free, smiling in limitless and racing with Charles over to the next cell, both men pressing the release button at once. A red head stalked out, nervous, somewhat scared but when he spotted Alex, the mutant with short blonde hair, he seemed to relax. Alex rushed to him, patting him roughly but lovingly on the back and this redhead, Sean, smiled back. Charles was exuberant, hyped and shook all of their hands with newfound vigor. Then he turned to Raven.

"Raven, we have to go." Alex stepped up, eyes calculating and they shone deep under the lights.

"Leave it to me. I got this." Sean sent him a wary look but he shrugged it off with so much as a snort. All he had to do was twist his torso as though he was hula hooping, and the red rings of energy glowed and expanded with each twist. The heat was immense and Raven gripped at Hank's arm who only flushed at the sudden contact. Charles just beamed in shock and pride. The rings darted out, smashing against the walls of the building and burning through, stone and rubble clattering to the floor.

"That defiantly didn't go unheard." Hank muttered, and Sean was just laughing, laughing because these walls were supposed to absorb their powers like their cells it had failed oh so miserably. Charles marveled for an instant and jumped when the alarms' screamed out, flashing red lights glowing tantalizing on the ceiling. Charles issued everyone outside who began running when he stopped and froze as the night air hit him.

"Raven!" She turned and slowed, eyes wide with alarm.

"Charles, what are you doing? Let's go!" Alex, Sean and Hank all turned, worry etching themselves on their features.

"Dude, let's go!" Alex roared, the sound of stomping feet growing louder.

"I can't leave Erik! Go on, I'll meet up with you whe-!" And Charles' body slumped down into Alex's arms, who gritted his teeth in desperation as the labs doors busted open. In one fluid motion he had Charles on his back and was racing up the hill with a stunned Raven and smirking Sean, Hank racing far ahead through the illusion wall.

"Why'd you do that?" Raven cried as they raced, pulling up along side Alex as they neared the wall.

"He would have risked all our lives! This ways easiest!"

"You didn't have to hit him so hard!"

The guns started a shrill scream from Raven and Sean turned and inhaled at the oncoming bullets.

"What's he doing?" Raven shrieked, passing hurriedly through the wall.

"Saving our asses." Alex groaned as he followed Raven on through. A strident cry echoed through the night, its ghostly static tinge-making Raven shiver. Sean joined up with them on the street, and as a group they raced off into the night, Charles unconscious on a freed mutants back. Raven couldn't help but steal a glance behind them. Erik wasn't in sight.

Reviews are greatly appreciated.