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

A/N: This chapter was fun to write. A lot happened and a lot of things have now been set up. This is dedicated to those who wait.


Raven sat by Sean and Alex on the floor of the hotel room, each folded awkwardly into the bath robes that the hotel supplied for them. They would have worn some of Charles' clothes, but he didn't have very much, and there was nothing comfortable to just recline in. Raven's throat felt dry, like sandpaper, and she couldn't help but lick her lips to try and moisten the dried out skin. Sean rested his head lazily on Alex's shoulder, already dozing off into oblivion, and Alex didn't seem to mind having him there. His presence was only calm around his friend's it seemed. Hank was in the bathroom, the sink had been going for a while now, and although Raven was tempted to go up and check on the man she restrained herself for now. She was tired, yes, so she opted for giving Alex an apologetic smile as she kicked off her boots and jacket and scurried in to bed next to Charles' sleeping form.

"You two can sleep in my bed, if you want." She whispered, and Alex just nodded his approval. He made no move to actually follow her offer though. The sink stuttered off and Hank stumbled out from the bathroom, face washed and body wrapped in a robe of his own. He fumbled with his glasses some, the water on his hands making them slip down off the bridge of his nose slightly, but after an awkward moment of fumbling he had managed. The room was silent for a while longer before Alex's hoarse voice carried tiredly across the air.

"Hank, why don't you take the bed tonight? We'll switch off every once in a while." Hank flushed slightly, sending an appreciative glance to Alex but he was staring off at Sean, whose face painted the perfect picture of calm. There was the rustling of sheets as Hank got himself situated and then silence. Raven turned her gaze over to Charles, his chest moving up and down in a hypnotic sort a rhythm, and she smiled softly over at him.

"He's going to be pissed." She said after a while, hand coming up and unbuttoning his dirty cardigan. Without saying much else she slipped it off his limp shoulders. He had lost weight, even after leaving the labs, and she felt a pang of panic.

"Yeah, I wonder if that one guys alright." It was Alex who responded, and Raven's eyes drifted over to Hank, who had fallen asleep as soon as his head hit the feather down pillow. She then turned her attention to Alex.

"Erik? I'm sure he is. He's strong, and smart. He'll probably show up by dawn."

"You seem rather sure."

"I just hope, really. Charles is scary when he's angry. Worse when he's sad." The silence that followed was lax and comfortable, and Alex shifted Sean slightly on his shoulder.

"Sean doesn't talk much, does he?" Raven questioned after a moment, and Alex shifted slightly from where he was situated.

"He can't." His voice was monotone and Raven felt a chilling ache in her chest at those words. She turned her head around on the pillow to face down at the blonde haired boy.

"What?" Alex smiled sadly, a crooked berated grin.

"I don't know what they did to him. They made it so he can only scream. Sometimes he can laugh but…" His words trailed off, and Raven let the blue show sympathetically on her skin.

"I'm sorry." Alex scoffed.

"I don't know why you're saying that to me. I can still talk." She swallowed, scooting closer to Charles in need of some comforting reassurance of physical contact.

"It's the only thing I can think of to say." She muttered softly, and Alex just nodded.

"Thank you." Alex murmured after a while, and Raven was somewhat startled to hear his voice, thinking he had drifted off some time ago. Raven marveled quietly at the feel of silken sheets, a mattress that was more than two inches thick. She was already starting to get used to the feeling of blissful ignorance. Her eyes were quite heavy, so she opted for closing them, the yellow fading in as her lids slid down, and she let a wave of calm to finally wash over her.

"Your welcome." She whispered, voice stifled by the sheets and fabric of the pillows, but Alex still heard her all the same.


The cold blast of chilled polluted city air was a welcome relief to Erik as he snaked his way around the tall fences and gates, sliding under and bending metal over to reach the wall. He passed through like it was a wall of mist. His right forearm ached, throbbed really, and the blood pounded decadently in his ears. The sun was peaking up over the buildings or run down apartments, masculine skyscrapers seeming to hold the sun's rays in place. Erik inhaled deeply, hands tingling from loss of nerves where the fire had licked hot and searing trails up his hands and wrists. He began to walk swiftly down the street, pace keeping quick and he ducked his head to avoid two incoming cop cars. They were already sent out in blocking vans, wide and square, and packed with whoever knows how many men. They work fast Erik deducted, as a deep black smoke puffed its way into the rosy peach sky. Erik couldn't imagine how they were to explain this one. His hand fisted around the lighter in his pocket, and he couldn't help but smile. The file room was in ashes now; some hallways would have to be closed off. But in his encounter with Emma he had understood something: Shaw wasn't there. If he was, and these mutants had broken in, she wouldn't have dared left his side. It only meant one thing, that Shaw was out somewhere, and he would have to come back to the biggest of his labs eventually. It would give him and Charles to formulate an attack plan before then.

This was going rather smoothly.


Sean hid rather well behind Alex, who in turn hid behind Hank, (He said that maybe if Charles lost it Hank's glasses would rebound the power. Hank pointed out that that argument made no logical sense.) And Hank hid behind Raven. If Charles was angry enough to plow through his own sister, then they were really in trouble. Instead of yelling or screaming, or making them all kill each other, Charles stayed as still as stone on the edge of the bed, eyes downcast and face pale. After a moment of their barrier formation, they dispersed, and Raven stepped forward, hand hesitating above her brother's cheek. She seemed undecided if she could touch him or not, but she did anyway and he didn't even flinch.

"Charles, I'm sure he's okay, I mean, it would be easy for him to get ou-." Charles stood abruptly, cutting through his sister's condolences, and he crossed the room in a heavy fierce stride.

"Um…Charles?" Hank stuttered, stepping out hesitantly to stand beside Raven. "Where are you going?"

"Quiet! Someone's outside." Charles snarled, fingers flying lightly to his temple. Everyone stood still, as still as they could manage, and Raven couldn't help scooting closer to Hank. Alex stepped into a more ready-to-run stance by Sean, who just licked his lips in worried anticipation. It took Charles less than a minute to lower his hand and step back from the door.

"More than one." He whispered, eyebrows crinkling together in confusion. "I should have been able to sense that, I should have-"

"Whose outside?" Alex probed, stepping forward so that he was standing mere inches away from Charles. "What's going on?" Charles turned to face the four mutants then, each with their own expression of concern on their features, and Charles smiled softly.

"We were careless. They found us. I'm sorry." The door flew open then, wood splinters flying like glass through the air, the sound of boots heavy and consuming in the air. The wood sliced through Raven's cheek, making her jump in unprepared scrutiny, while dust clouded and stung at Sean's blue narrowed eyes. There were five officer officials, each heavily armed, but as soon as they raised their guns they froze. Charles' eyes were closed shut, his fingers pressed roughly to his temples. The wooden spears twirled slowly in the air, as if all movement and gravity had been sucked away.

"Go." Charles gritted out, his teeth clenched hard and scraping. Raven's eyes widened in dawned realization, and she slowly began to shake her head in refusal.

"No, Charles no. We can get them, Alex can shoot them now!" She shot a desperate look to Alex who only stared at Charles, his eyes growing slightly as an unspoken conversation passed between the two men. Without further hesitation he strode forward and gripped Raven's arm, the other hitting sound on the back of her neck. An echoing slap rattled against Charles' brain and he inhaled deeply as Raven collapsed into Sean's arms. Alex gave Charles' a nod on their way out, Sean smiled and Hank patted his shoulder in confused sympathy. They were running halfway down the hall when they heard Charles fall, along with the groaning of metal. Hank skirted to a stop, and Sean bumped soundlessly against him, Raven hanging loosely from his back.

"So we're leaving him?" Hank whispered and Alex turned.

"I can't shoot them! I'll blow the whole fucking floor away! He told me to get Raven out, that's what I'm doing!"

"He risked his life to save us!" The scream of an official distracted the two men and Hank jumped as an officer's body flew against the wallpapered hallway wall like a rag doll. He fell in a heap, the visor of his helmet shattered completely, like the picture of a broken spider web. Alex rushed forward, past the bends in the hall and he raced to the room, greeted by a blood of crimson rain that gushed from a policeman's chest like a geyser. The liquid was warm on his cheek, thick and wet, and he just stood in the doorway of the abandoned hotel room stunned. He had never seen this man before, the one that stood by Charles, the one who had the metal of the bedpost wrapped around him as though it were a liquid metallic snake. Charles was grinning; a wide bright grin, and his eyes burned the most brilliant blue Alex had ever seen. It contracted ironically against the blood that stained his flushed cheeks. The man beside him flicked his wrist and the metal zipped forward, slashing through another man's throat and pinning him against the wall, the officer's feet swaying delicately off the ground. Alex stayed frozen still, the telepath and metal wielder's eyes falling silently upon him. Charles began laughing, a sound like a soft fall breeze, and he leaned heavily against the strange man with an unbridled fondness, and seeing that child-like expression on his face made him look like a doll; a bloodstained doll, surrounded by nothing but the heavy familiar stench of death and blood.


Charles was comfortable here resting against Erik in the cab. He smelled like metal, the scent of blood clinging to him stubbornly, but Charles couldn't bring it to himself to mind. He had, in some twisted morbid way, felt good. The men that had tested on him raped and prodded at him were dead. Only five out of hundreds but still. It counted. They were all squished in the speeding car like bugs, Raven perched provocatively on Hank's lap by the window, Sean and Alex squashed together in the back (back) seat, and Charles sat blissfully unaware next to Erik. The driver didn't want to look back, hand's shaking mutedly on the leather steering wheel, the taxi van weaving in and out of honking horns and bustling traffic.

"They're after us now!" Raven chirped, resting selfishly back against an embarrassedly awkward Hank. She rubbed her eyes tiredly, Charles having made her think she had slept through the whole ideal. Sean and Alex stayed dozing in the very back.

"Yes." Erik returned, shifting in his seat. "If not before defiantly now."

"Perhaps we should stay outside of the city? Just until we formulate a plan." Charles suggested, and Hank sent the other three mutants worried glances.

"M-maybe you shouldn't be saying this here…?"

"Don't worry." Charles responded, head tilting to lean tiredly throbbing on Erik's shoulder. "The driver isn't exactly thinking right now."


The motel was a run down, small, dirty little place. Used cars and crushed motorcycles were scattered across the dry cracking parking lot, and the motel wrapped around the lot in a U format. Raven hoped out of the cab, pulling Hank along with her, and Alex steadied Sean as he stumbled out of the vehicle. The sky was an overcast grey, dark and demeaning, and Charles breathed in deeply. He felt exhausted, his head throbbing ruthlessly, and he couldn't help but wheeze out a few deep dry coughs. Erik glanced down at the weakening telepath as he sent the cab driver on his intoxicated way. Erik recalled leaving the facility after the fire had been set off in the E wing, and he remembered Emma's searing words rumble through his mind when he thought he was clear:

He won't last long, dear. Soon, he'll need to come back to us. He needs Shaw, and Shaw needs him. But you already know this, don't you, Erik? He'll die without the medicine, and you'll die without him. Such a tragic story the universe tends to weave…

Erik stepped forward, hand enclosing around Charles' elbow to steady the man. Charles glanced upwards, eyes softening, and lips quirking up into one of those loving grins.

"Thank you, my friend. I'm sorry for the inconvenience." Erik shook his head, his grip tightening.

"You're never an inconvenience, Charles." The younger man flushed and diverted his gaze to the four mutants stumbling ahead of them; Raven looping her arm around Hank's, Sean punching Alex heartily in the arm, Alex spewing off at how ridiculous Hank's feet were, Erik beside him, helping him on his way, his touch warm and welcoming. A feeling of peace dawned on his heart then. It was a moment like this the man had been longing for his whole life: a moment of utter completeness.


Raven got them two rooms easily. She decided that as long as she wasn't alone, she was okay. She would share a room with Alex, Sean and Hank, a two bed set room with a nice (and by nice they meant not yet falling apart) pull out couch. Charles and Erik were down at least three doors, and Charles had told Sean or Hank or Alex and even Raven, that if it was too crowded where they were staying they were always welcome to share their room. The four mutants refused.


Charles relished in the cold feel of the shower, the way the water washed over his chest and legs in a cooling calm. Raven had begged for them to get room service and a movie, and he said of course after Erik used his mutation to get them the movie at least, free of charge. He wondered absentmindedly if they were safe here. It did make him worry, with the wanted posters and police wandering everywhere there was ground to look for the six rouge mutants. The skin of his hands were turning to look like that of a plum, so Charles shut the shower off and with a sigh wrapped the thin white towel around his slender waist. He needed to get dressed.


Sean had cleared the whole bottle of diet Pepsi in two swigs, smiling triumphantly as he tossed the empty pint of plastic across the room. It hit the wall and rebounded onto one of their beds. Raven lounged in the motels sheets, remote balancing at ease on her right shoulder blade, and she had now taken the form of an actress she had found interesting in the film. Hank was perched on the futon, his shoes and socks abandoned, and his beast like feet clutching the edges of the green pull out.

"This is nice." Raven muttered after their second film, switching into her regular appearance of the girl with blonde curls. Hank scratched his nose but nodded, reaching for yet another packet of Twinkies.

"You think we'll really be able to do it?" He grumbled around the yellow cake log, the artificial cream popping into his mouth and melting on his tongue. "Shut down the labs I mean."

"'Course we will, Bozo. We've gotten this far. Shaw runs all the labs right? Once he's dead who'll run 'em? The nurses and guards are always bitchin' about how little they get paid, I doubt they'll stick around." Raven laughed and flipped over on her back, her head dangling off the edge of the bed.

"Then we won't have to hide anymore. We can live like this. Only minus the hiding away in cheap ass motels." Sean giggled and it was such a strange noise to hear from the unspoken mute. It made Raven wonder what they did to him, to only enable his speech but nothing less of words. It was weird, to say the least.

"You don't have to hide around us, Raven." Alex ruffed, looking over his shoulder at the blue-eyed girl. "Not around us. Let's see your real form, Hank's letting you see his." Hank ducked his gaze as Raven's fell upon him and she was silent for a long time. Then her skin rippled in fanned out scales, her hair shrinking up to red and her pale skin twirling into blue. There was a subdued silence in the room, one that made Raven blink her golden eyes in sudden shocked embarrassment. Then they started to clap, and Raven couldn't help but smile. She always did feel more at ease in this form. Still, the tears welled in her eyes but she didn't bother to wipe them away.

"Thank you." She couldn't help but choke out. "Thank you."


"You're tense." Charles jumped, his wet hair dangling precariously in front of his eyes as he sat perched in a half way buttoned up shirt and shrugged on jeans on his bed. Erik was reclining against the headboard of his own mattress, eyes staring up lazily over to Charles.

"I don't mean to be." Charles said after a while, scooting to sit facing his friend. "I'm just expecting another police squad to bust down the door." Erik raised an eyebrow, his shark grin returning.

"You handled it marvelously today." Charles shook his head, hands intertwining on his knees. His bare feet scraped the motel's carpeted floor, and he sighed wearily.

"I don't know what got into me. The blood still won't wash out from under my nails." Erik sat then, moving over to sit on the edge of his bed now, gaze intense and his green eyes clashed with Charles' blue.

"You let yourself go for once, Charles. You finally gave in."

"To what?" Charles retorted, the stinging of his head intensifying. "What did I give into? Murder?" Erik's grin softened, and he couldn't help it. The telepath had weakened his walls of locking away his kindness, of keeping up a front. It was the least he could do to smile.

"You gave in to your power's Charles. The beauty of it."

"I killed them."

"You delivered justice. There's nothing wrong with that." The telepath fell silent, staring solemnly down at his hands.

"I feel sick." He whispered, head lolling slightly to the side. "I feel sick, Erik. And to be truthful I'm scared." Erik's eyes narrowed and he leaned forward, gaze strangely intense. It took all Charles' strength to not drown in his stare.

"It's Shaw, Charles. I don't know what they did, but-" Erik inhaled deeply then, his shoulders coming up then back down again. "But," He continued, "I won't let him hurt you. Remember what I said to you before? What I promised?" Charles' heart would not stop racing, would not stop sending his blood pounding, and he found he could only nod.

"You promised you'd protect me." He whispered, and his heart felt giddy saying those words. Erik nodded.

"Have I kept my word so far Charles?" The telepath nodded, a smile forming on his lips.

"Yes. Yes, you have, Erik. I-Thank you." Erik swallowed, taking in the telepath's earnest eyes, the heavy care and genuine feeling laced into his words. He couldn't help thinking it, and Charles couldn't help reading it. The telepath blushed fiercely then, his lips parting cherry red, and his teeth flashing pearl white.

"Erik…" He couldn't hold it back any longer. Erik leaned forward, hands touching down on either side of Charles' knees and slowly he began to push the telepath down onto the mattress, onto the white pristine sheets. Charles tried to breathe, tried to think but for the first time in his life his mind was silent. Erik's chest pressed against his, and he felt the other man's warm sweet breath fan kindly across his face. He gave an involuntary shudder.

"We fight tomorrow, Charles." Erik whispered, his voice deep and seducing and Charles just couldn't stop his heart from bursting…

"So I'll say this again…" Erik drew closer; his face inches away from Charles' flushed one. "I will protect you. Even if it costs me my life."

As those pressing lips touched his nothing else was there. Not the sounds outside, the drumming of his heart, the pounding of his blood. Nothing. Blissful silence. And Charles found his hands coming up from under himself, his hands tangling themselves into Erik's hair, the very smell of the man sending him into a sort of oblivion. Erik's lips were rough yet gentle to feel, and they moved against his in a graceful passionate embrace. Charles' chest felt like it would explode, the feeling of warmth and excitement too much, and he pressed in closer, parted his mouth open to allow Erik's own in. He moaned at the jolt of heat, and his hands fisted in the other man's short hair tighter, crushing them so impossibly close that the other couldn't move away from him. Erik's hands held Charles' waist, his thumbs rubbing secretly seductive circles through the thin material of his shirt, and the soft sound Charles made set him off.

After that, they couldn't stop even if they wanted too.

•••


Reviews are greatly appreciated.