Ellie wasn't really going to stay gone. She just needed to get out from under the weight of that stare. That awful, penetrating stare that was a window straight into the heart that she'd broken. Ok, maybe that was a bit over-exaggerated, but the fact remained that he'd been let down, essentially betrayed by the one person he'd placed his trust in. And that was what killed her.

So for a few hours she lost her mind to the sweet sensation of the night wind through her feathers. That indescribable feeling that lifts the soul to new and magical places and has a way of relieving of all pains and worries. If only for a little while. It was soft, sifting through her feathers and brushing against her skin like a healing rain. It whistled in her ears like a symphony, soothing her and quieting her mind. The world sped away below her, every detail visible even as miniscule as they were from her altitude. Her incredible hawk's eyes put the world into crystal clear focus and she could almost count the leaves on the trees hundreds of feet below her.

The temperature of the air on her belly began to warm and she felt it lift her ever higher. It was a thermal air pocket, a current of rising warm air that birds had long ago mastered. Without effort or exertion she rose, lifted by the thermal to new heights. The leaves and the trees and the world disappeared under a soft, fuzzy blanket as she passed smoothly through the clouds to emerge in a sea of stars.

You may wonder what clouds actually feel like. Well, they don't really feel like much of anything except cool. Moisture collected on her feathers and chilled her, but natural oils that coated them created a slick, watertight barrier and the droplets soon slid and fell away into the fluffy abyss below.

Higher and higher she climbed until all that was left was the ink-black sky twinkling beautifully with billions and billions of little fairy lights. All was silent and all was still. She couldn't see the Earth passing by below her and it was as if time itself were taking a collective breath. The stars were constant, ever twinkling, ever bright in a sky black as pitch. It was all she could see, an ocean of sparkling lights as far as her incredible eyes could see in any direction. Up here she felt tiny, microscopic even. Up here she felt as if she could breathe.

Charles and the heartache he caused her ceased to exist. She didn't have to worry about how she'd hurt him or how he'd abandoned them (her) for months while he was off traipsing the globe looking for freaks. She didn't have think about the shape and shade of his lips, the sheen of his hair or the creamy silk of his skin. Those crystal clear shards of the bluest, purest sky in the middle of his face didn't burn in the back of her mind like a brand that never cooled. Her hip didn't ache as much, her scars were safely hidden and for a while-just a little while-she was free.

But, like all dreams, it had to come to an end. She couldn't stay gone forever, as much as she might love to just keep flying and let the wind take her far away. Raven needed her and Erik was there. She felt an odd thrill at the thought of him, those muscles peering out at her through his skin tight turtlenecks, the way he'd looked at her when they'd been alone together in her room…

…the way he'd kissed her. He made her feel like a woman, strong and beautiful and whole and he seemed to be genuinely sorry about their first, ahem, private moment. At least, she hadn't sensed any of the responses the body makes when its master tells a lie.

Part of her desperately held out hope that Charles would miraculously choose her and insisted that she not pursue a relationship with Erik at all costs. But the bigger part of her desperately wanted to be free of the spell her beautiful Englishman had cast on her. Because it was more like a curse. Safely hidden behind her iron shell, he couldn't see. He would never see even if she walked right up to him, grabbed his head in her hands and crushed their lips together with all the force of years of suppressed passion.

Erik was masculine and strong and dominant. He embodied the male power that her animal craved, that she craved. She wanted him to sweep her away to go hide somewhere together. She wanted to play rough, she wanted the sweet spark of his lips on hers, his skin brushing hers but most of all she wanted to be wanted. And he most certainly wanted her. So she would ignore the stupid, ignorant, naïve part of her that could wait for Charles indefinitely. She tucked her wings and dove downward, through the cloud bank, shoving that part down as she did so.

They'll be back again in a few days, she told herself. Then we'll have some fun.

The beast purred.

OxOxO

Charles winced as another twig found its way inside his shirt and poked him. For what seemed like the millionth time he reached down and tugged the offending vegetation away. Then he replaced his binoculars and resumed the position. All four of them, Erik, Charles, Moira and Levine in a little row, were lying on their bellies propped up by their elbows with black binoculars pressed to their eyes. It might have been quite comical if the situation hadn't been so grim.

As they watched, an odd looking helicopter touched down in front of the old mansion. It was almost like one of those tiny remote control helicopters. It was barely big enough for two people and the bulk of the craft was the round, bulbous pod that housed the passengers. Its tail was a steel skeleton, just bare framework that couldn't have been more than ten feet long. But then again, Charles had never been very good at judging distance. Especially from a distance.

At that moment, someone stepped out of the craft, a someone that had Charles pricking his figurative ears and drawing his mind in as close to himself as he could get it.

She was white. Her skin was pale, her hair was a platinum blonde shade and her fuzzy outfit-complete with fluffy fur cap-was stark white. Shaw's accomplice.

Charles waited for the infamous mastermind to appear. Surely if his woman was here, he couldn't be far behind.

But as he watched, the tiny aircraft lifted up and away, leaving the fluffy white woman bouncing haughtily on her high heels up to the security guards at the barbed wire gate that gave a hard, military attitude to an otherwise peaceful scene.

"Where's Shaw?" Erik demanded, his surprise and anger lashing against Charles' mind like thorns.

"I don't know," Charles murmured, chewing on his bottom lip as he thought. "She's a telepath and if I read her, she'll know we're here." He could feel Moira's disappointment just as he could feel her fearful eyes trained on his face. But wait a minute, if he couldn't read her could he still find out where Shaw was? He had an idea. "Let me try something else," he said, closing his eyes and concentrating as he pressed a finger to his temple.

That mind, right there! The guard at the door could see her as she approached. Perhaps he could hear her too. Charles opened his eyes again and honed in on the man, merging their minds and for a moment literally stepping into someone else's shoes.

Charles watched her as she kissed the cheeks of the Soviet general who owned the mansion. "Shaw sends his apologies but he's indisposed. He asked me to come in his place." Bingo! So Shaw was not coming after all. But where was he? He listened closely as the woman continued. "And between you and I, honey, I'm a lot better company."

Yeah, that must have been the understatement of the century.

"Please, come in," purred the general as he lead her inside, guiding her with an eager hand on her shoulder.

Charles shook his head, releasing his hold on the guard's mind. "He's not coming. So what now, boss?" he asked, turning toward Moira though he already knew the answer.

"Now nothing," she said. "We're here for Shaw, mission aborted."

"The hell it is!" Erik cried, baring his teeth at Moira. "She's his right hand woman. That's good enough for me."

"The CIA invading the home of a senior Soviet official!" Moira turned on him incredulously. "Are you crazy?"

"I'm not CIA," Erik said with a dangerous smile before taking off into the forest.

"Erik!" Charles reached out to grab him just a moment too late and he was gone.

XoXoX

Ellie tugged on her jacket after landing in her room and shifting back with a disappointed sigh. She could have stayed a hawk for an eternity and never gotten used to it. Every shift was an entirely new experience and she always came back with a clearer mind and lighter heart. Her body was tired, but it was good tired. Her muscles were tight with exertion and she knew she'd be a bit sore tomorrow.

She rolled her shoulders a few times to loosen them as she entered the common room where the kids were lounging, sipping sodas or playing pinball on the machine in the corner.

"Jesus, man, you are killin' me!" Darwin said to Alex. Ellie cast them a smile in greeting which Alex returned eagerly.

"Don't beat yourself up, I've had a lot of spare time," Alex said.

Ellie sat down in one of the square black chairs next to Raven's spot on the couch and nodded at the four sitting there. Raven and Angel were on one side with Hank and Sean opposite them. Ellie opened the book she'd brought with her and settled down to read, though she kept one ear trained on the kids.

However, the kids weren't what she heard.

"Whoa, I didn't know the circus was in town!" jeered a voice from the other side of the newly replaced window. She kept her nose buried in her book, but the blood deep within her belly was set to boil.

"Come on, honey, give us a little whew, whew, whew, whew" the voice mocked again. This time she did look up, hoping to sear the offender with the full blast of her Ellie glare, but he wasn't looking at her. The man in the official looking suit was looking at Angel while making horrifically exaggerated wing motions with his hands. Ellie took a deep breath through her nose and carefully placed her book on the chair as she stood slowly. She moved with a dangerous grace to stand behind the young girl, placing a reassuring hand on her shoulder.

"Come on, let's see the foot." He turned his attention to Hank who didn't have the advantage of feral animal standing behind him. Hank stood, but Ellie waved him down.

The mocking eyes of the two men then fell on her. She'd seen eyes like those her entire life, pointed at Raven, pointed at her and she'd had about enough. A ruby haze crept into the edges of her vision as she stalked carefully toward the window like a lioness stalking her prey.

The man who'd been doing most of the mocking met her gaze and Ellie narrowed her eyes to dangerous slits. Doing the smart thing, he glanced away though he wasn't quite through tossing around insults.

"So this is the zoo animal, huh? I'm not gonna lie, I'm pretty disappointed. I thought you'd be hotter," he said, but this time there was an underlying quiver of fear that lessened the impact of his words.

The grin she gave him was a snarl, complete with lioness fangs and a face morphed just so that it gave her demonic appearance. She could see herself in the glass just as she could see the two of them take several terrified steps back. "And I thought you'd be men," she purred.

SLAM!

Without warning she smashed her fists against the glass and snapped her teeth, delighting in their frightened yelps as they scuttled away and the curtain swung across to cover their escape.

Satisfied, Ellie turned and walked back to her chair. She picked up her book and continued reading as if nothing had happened. Sometimes she really loved being scary.

Raven looked over at her and smiled. Ellie winked back at her beautiful blonde sister. The girl was just so easy to love.

"They're just guys being stupid," she said to Angel.

"Guys being stupid I can handle," Angel replied, her anger and humiliation like sulfur in Ellie's nose. "I've handled that my whole life. But I'd rather a bunch of guys stare at me with my clothes off than the way these ones stare at me."

"At us," said Raven softly.

Angel looked away.

But Ellie was no longer paying attention to the kids. Something, not quite a sound but more of an impression on the atmosphere had registered somewhere deep in her inner ear. Her body was rigid with concentration and she was suddenly on high alert. Tiger's ears sprouted from the side of her head, hidden by her hair but magnifying the sound around her a hundred times. They swiveled back and forth, trying to catch some hint of anything out of the ordinary.

There it was again! It was almost like a swift sucking in of air lasting no longer than a split second. This time the vague impression of a scent accompanied it. It reminded her of the sulfur of Angel's anger, but Angel wasn't angry any more.

"Haha!" Alex's victorious laugh cut through her concentration like a hot knife through butter.

"Quiet!" she barked, suddenly on her feet. She heard it again, another puff of sulfur. Something or someone was here.

The kids froze, their eyes following her as she moved around the room, their apprehension evident. The sound came again, and the scent. This time it was louder, like a boom and the sulfur was stronger.

"What was that?" Darwin asked.

"I don't know, hush!" Ellie snapped, her eyes scanning the ceiling. Nothing. What was going on?

"Something doesn't feel right," Darwin spoke again, and Ellie grabbed him by the shoulders, piercing him with the intensity of her gaze.

"Be quiet!" she snarled at him.

She let him go and pressed the button to open the curtain, the rest of them following her to gather close together.

In a puff of fire and brimstone, a figure appeared against the white disk of the moon. No, wait, it was two figures. As they watched one of them flung its arms away, disconnecting it from the second figure which began to fall. Ellie knew what was going to happen and whirled around, grabbing Raven and tucking her face into her chest, shielding her from the horrific sight of a man plummeting to his death.

But she couldn't shield her from his scream.

The apprehension in the room jumped to pure fear, a hot, acidic scent so similar to anger that if it hadn't been so powerful she might not have placed it.

Lights leapt to life all around the compound, and men could be heard shouting orders and screaming as they began to fall like rain. Ellie backed the kids up into a tight group and turned to face the window, each shriek cut short by a sickening thump sending a dagger of pain straight to her heart. She spread her arms wide in a defensive gesture and prepared to shift. Whatever happened, she had to protect these children. There was no other option.

"Get back, get back! Do not leave that room!" Someone shouted as a squad of men flooded into the courtyard. "We're under attack!"

Another burst of flame and the figure appeared again, his arms spread and his head bowed in a sick imitation of Jesus Christ on his crucifix.

Ellie's hand flew up to cover her mouth as the kids screamed in terror. No! Nothing would touch them on her watch, especially no demon!

She bared her fangs and crouched into a defensive stance shouting, "Stay close to me!"

"Shoot, shoot!"

The men opened fire and the kids hit the deck, but it was no use. The demon disappeared again in a flash of flame.

Another flash and he was right there next to a man, grabbing his gun a whipping it around, hitting several and shattering the window. The scent of Death hit her nostrils and she felt him as he claimed their lives swiftly.

Bullets ricocheted around the room in a flash of sparks while the children screamed. Ellie and Darwin had their hands spread and their bodies protectively shielding their charges. They locked eyes for a split second and a silent agreement passed between them. They would stop at nothing to keep their kids safe.

A new sound had them swiveling around to face the opposite window where a massive whirwind flew in from the left and engulfed Cerebro. As they watched, Charles' most favorite of inventions and Hank's brain child was ripped to shreds by the powerful twister, leaving nothing in its wake.

A thump against the door drew Ellie and Darwin's gaze. How much more of this assault could they endure!

The slaughter outside continued in brilliant blasts of scarlet red flame and the flash of steel as the demon flitted from man to man, cutting each down as if they were nothing. Ellie's heart broke at such total carnage. So many innocent lives, snuffed out in an instant. Those tears she didn't try to stop.

"Stay here, my ass!" Darwin shouted. "Let's go!" He made for the door, the rest of them following.

"No!" Ellie cried, her body morphing as she did until she was a massive brown bear, a grizzly between them and the door. They did the smart thing and stopped.

An explosion rocked the building, cracking the concrete and shattering yet more glass. The noise from everything and all the chaos was deafening and Ellie's sensitive ears began to ache.

Their heads were whipping back and forth, trying to follow the path of carnage but only succeeding in giving themselves whiplash. The red demon continued to burst in an out of existence taking men out with him, and the whirlwind ripped what remained of Cerebro into even smaller pieces as it roared angrily. It picked up a man running for his life and tossed him through the unbroken window where he landed and did not move.

The red demon disposed of the last man and Ellie heard Raven sob. Though she was silent, tears streamed down her bear face in despair for so many innocent dead.

The whirlwind died and a well-dressed man stepped into the room just as did the demon. They were effectively trapped in the center and backed against a wall. Ellie flung her paws out wide and swung her massive head back and forth, roaring a challenge at the two invaders. A challenge that neither dared to accept.

"Wait!" a voice pleaded through the door. "You want the mutants? They're right through that door, just let us normal people go! We're not a thre-." He was cut short by the sound of gunfire and a third figure stepped into the room, creating a triangle of power so intense it was palpable.

The man wore a rather funny looking helmet, but no one was stupid enough to laugh. He had a cruel face and blank, emotionless eyes and he smelled of nuclear energy and power. So much power.

In an instant Ellie knew. There could be no doubt about it.

This was Sebastian Shaw.

OxOxO

Charles watched through his binoculars as barbed wire coils one by one reared up and wrapped themselves around the unsuspecting Soviets. Their shrieks of pain cut him to the quick and he cursed Erik inwardly.

"He's going to start World War III single handedly! We have to do something!" Levine said.

"Like what?" Moira demanded.

Erik sprinted through the gate, tossing up as if it were nothing. The remaining two guards took aim and fired, but he grabbed their guns and yanked toward him, tugging them along like rag dolls. He lashed out with his feet as he passed, kicking them hard enough to knock them unconscious. Then he was inside the mansion and out of Charles' reach. He had to do something.

"I'm sorry," he told Moira. "I can't leave him." And Charles Xavier followed Erik into the fray.

The pained moans of a dying man stopped him just inside the gate.

"For God's sake, Erik!" he cursed as he crouched next to the man, picking Russian out of his head as easily as he picked a name. Vladimir. "Be calm. Forget my face," he said, inwardly and outwardly. The man's eyes slowly closed and he went to sleep.

Not quite satisfied with this turn of events, Charles sprinted up the open field and into the mansion where he was met with a slew of downed men. All Charles had to do to find his man was follow the path of destruction. It led him straight up some stairs and into the heart of the opulently furnished home.

He caught up to Erik just in time to burst through some large oak double doors together. There he was me with one of the strangest sights he'd ever seen.

The woman was sitting on one of the couches next to the rather small bed in nothing but her undergarments and her go-go boots while the Soviet general sat on the bed and fondled thin air. The poor man thought he had a beautiful woman in his arms, and as much as he didn't like her, he had to admit he respected her skill.

Charles glanced at Erik and Erik glanced back, quite confused. The general on the bed seemed to break out of some kind of trance as he froze and stared at the two men who had just exploded into his bedroom.

"Nice trick," Charles breathed to the woman looking at him warily.

"Who are you?" the general demanded in Russian as he went for the gun in his pocket.

"Go to sleep!" Charles compelled him, and he had no choice but fall backward as his mind shut down.

She stood, closing off her mind as securely as a high security vault. He could find no entry. But what startled him more was the way her form seemed to ripple and all human tissue disappeared as her body morphed into a living, breathing diamond in her image.

Good Lord, what an ability! So that's how she managed to keep him out so well. She was literally as hard as stone.

"You can stop trying to read my mind, sugar," she purred sensually while also stabbing Charles with a mental dagger so painful he couldn't help but flinch. "You're never going to get anything from me while I'm like this."

For a half second she, Charles and Erik stared at each other…

…and then she charged.

Charles and Erik rushed her, each grabbing an arm and pulling her backward. She hit them like, well, like a solid stone wall. But even a diamond woman was no match for the strength of two well-toned gentlemen.

With a mighty effort they had her shoved back up against the baseboard and Erik wrapped the steel around her hands and pulled them tight, holding her fast.

"So then you can just tell us," he said logically. "Where's Shaw?" All trace of amicability fled his voice and his stature at the question.

She ignored him, struggling against her bonds as her body sparkled seductively. Charles had to actively redirect his thoughts as they began leading him places he truly had no wish to go.

Another bit of bed frame whipped out and wrapped around her throat, pinning her still more and quieting her struggles. A tiny gasp of pain escaped her lips.

"Erik," Charles warned softly. This was no way to treat a woman, even a woman known for a fact to be whole-heartedly evil.

Though she was obviously in pain, she stayed silent. The coil around her neck tightened.

"Erik, that's enough," Charles said, louder this time.

The coil pulled tighter, Erik's face trained on that one bit of steel with an intensity Charles had only seen once.

"Erik, that's enough!" he demanded, but the coil pulled still tighter. The stone at the base of the woman's neck began to crack, only then did Erik release her and she shifted back into human flesh and bone as she gasped for breath.

"All yours," Erik said to Charles, pouring himself a glass of whatever was in the decanter on the table and having a seat.

Charles had not yet been angry with his friend, but suddenly he was furious. Did the man have no respect? Was he doomed to be disappointed by everyone he cared about?

"She won't be shifting into diamond form again," Erik said smugly. "And if she does, just give her a gentle tap."

Charles did not acknowledge him, but knelt before the woman (Emma Frost, he now knew) and pressed two fingers to his temple.

What he saw would haunt him for the rest of his days.

Through the sick, twisted mind of Emma Frost he saw Shaw's plan. He saw missiles planted on Cuba, only 90 miles from the coast of Florida and he saw nuclear war between the two great world powers. It was a nuclear war so great that the world was reduced to rubble and flame and smoke, millions of innocent dead at the hands of a madman.

He heard Shaw's voice saying smoothly, "We are the children of the atom. Radiation gave birth to mutants. What will kill the humans will make us stronger."

Charles felt sick to his stomach as he exited her mind, unwilling to subject himself to any more.

"Beautiful isn't it?" Frost said.

Charles said to Erik, "This is worse than we previously imagined." He turned back to Frost. "We're taking you with us. The CIA will want to question you themselves."

"Oh, I doubt it," she countered. "They have bigger things to worry about right now."

Quick as a flash he put two and two together and his stomach fell to the floor as he thought, Ellie, Raven!

Bam! Wow, that was a long one! :) Just a head's up, the next chapter is going to start when Charles gets back because I want to keep it from his point of view. If you're reading this you've most likely already seen the movie so you know what happens in between anyway. I'm just really eager to get them all back to Westchester cuz the quicker they get home, the quicker the romance can really take off :) I know you're all so excited about that! I hope you are cuz I know I am! Until then, review please! I thrive on feedback and would really like to make it to one hundred reviews! I know this is shootin high but it's a hope.

Love you all and hope you had a great holiday!