A/N: This story takes place about 5-6 years in the future. It's a sequel to "Paint By Numbers", and all you need to know if you haven't read that is that Kitty and Colossus fell in love and Remy left the X-Men even though he and Rogue both had feelings for each other. Hope you enjoy the story!

"Once upon a time there was an evil queen. Her hair was pale and her skin and clothing were pure white, so much so that that the harsh brightness of it stung your eyes and dampened your soul. Whenever her foot touched hallowed ground fire from the depths of hell sprung up, burning it to ash. Yet, because of her beauty, no one in the kingdom but a young maiden saw the evil queen for what she truly was, and although she tried to alert the other's of the woman's deception, her warnings fell upon deaf ears. One day a group of travelers comprised of a goddess of the winds, a fierce warrior, and a gallant knight came to the kingdom, all possessing powers that rivaled the queen's. By chance these travelers befriended the maiden, and she came to care for them, and they for her. But the queen was jealous and fearful of the these new visitors, so she sent her soldiers to capture them. The travelers fought valiantly to protect the maiden and were triumphant in defeating the soldiers, but it was the queen took matters into her own hands, using her evil magics to imprison them. By some unknown means the maiden escaped and vowed to rescue her new found friends, especially the knight, to whom she had given her heart from the moment they had first met. After many fearful nights of running from the queen's hounds, she was able to summon help from the allies of the strange group of travelers. Together, they stormed the fortress of the evil, white Queen and rescued the prisoners, who in turned help to defeat her royal guards. Though all fought bravely, the knight emerged as the hero in this battle, and with his help their victory was sealed. The travelers returned to their kingdom, bringing the maiden with them so that she and her knight could live happily ever after."

Kitty looked down fondly at the little child snuggled up next to her as she finished her story. The five-year-old girl stared back with intelligent, soulful eyes, a troubled look beginning to form on her young face.

"Why are fairy tales so short?" she asked slowly, as though somewhere just behind those pretty words and storybook endings she had sensed a darkness lurking, waiting to destroy the hero's happily ever after.

Kitty paused. Illyana had asked her that once, a long time ago. She had told her it was so mommies and daddies wouldn't forget the story halfway through when telling it to their children. Illyana had laughed. It was child's laughter, innocent and pure, laughing at the world but never at her. "It's a trick question, silly," the blonde girl had told her. "Fairies don't have tails, they have wings," she had managed to choke out in between her giggles. But little Illyana was very different from the girl sitting next to her. Anyone who looked into this child's solemn green eyes could see she was an old soul, already wise beyond her years. Kitty contemplated telling her a lie, giving her the comforting answer most children want to hear, but she knew she would see through it. She always did.

"Fairy tales are short because if the story went on any longer, the ending wouldn't be so happy."

Rachel nodded. "Like my parents?" she asked quietly.

Kitty bit her lip, unsure of how to answer. "Your parents had the ending they always hoped for. They had you." The little girl looked unconvinced. "Do you want to call your dad, Ray?"

She shook her head, her red ponytail bouncing from side to side. "I want you to stay. I don't get to see you much. And Daddy has lots of work to do 'cause he's leader. 'Sides, I make him sad. I remind him too much of Mommy."

She stroked her hair. "Your dad loves you," she assured her. "And reminding him of Jean is a good thing."

"I guess."

"Poor little one," she cooed sympathetically. "You miss your home, don't you? I know you hate coming here for the tests, but it's just one of those things we need to do to make sure you're safe. It's like tying your shoes."

Rachel scrunched up her nose in distaste.

"You. Hate. Tying. Your. Shoes." she said, poking her lightly in the arm after each word. Rachel giggled as she squirmed at each poke, trying to grab Kitty's hand. "But you tie them anyway. And why is that?"

"So I don't trip over the laces and crack my skull," she stated matter-of-factly.

"Right. It's just one of those things you have to do to keep you healthy. And safe."

By this point the redhead had finally gotten a hold of Kitty's hand, and had stopped listening to her words in favor of examining her light pink fingernails under the reading lamp, searching for any chips in the polish.

Kitty looked out through the glass balcony doors and watched the dark waters of the North Sea churn against the shore of the island. "I know how you feel, Ray," she said in a faraway voice that recaptured the little girl's attention. "Sometimes you wish none of this ever happened to you. That you could just go back and change it all. That you could be normal."

"No!" she cried out, fear in her voice as she dropped her hand. "If that happened, then I couldn't see into other people's heads. Then I'd really be alone," she whimpered, on the verge of tears.

"Oh, Ray I'm sorry. Don't worry. It's alright, that won't happen," she soothed, giving the little girl's shoulder a little squeeze. "Besides, you'll always have me, no matter what. Okay?"

"Okay," she agreed, still sniffling. "Will you stay until I fall asleep, Aunt Kitty?"

"Whenever you need a friend kiddo, I'll be there."

She looked up at her pensively for a moment with those deep green eyes, eyes that bored in to her deepest corners of her mind.

Rachel finally spoke. "I think you need a friend, too."

"Damn telepaths," Kitty thought to herself. "They hear everything."

And for the first time that night, Rachel smiled.

"Aunt Kitty?"

"Yeah Ray?

"I heard that."

Kitty sat on the countertop and ate her cereal. Normally, she would have been at her usual spot at the table, but it was currently occupied by her two of her Excalibur teammates, Brian and Meggan, and a certain five year old telepath. Taking up the space in the chair next to Rachel was Bamf, a two foot tall stuffed animal bearing an uncanny resemblance to Nightcrawler, which Rachel was, at the moment, dotingly pretending to feed and care for. Kitty smiled to herself as she watched the red haired child scold Bamf for not drinking his orange juice, nostalgic for her own Martin and Lockheed.

"Who were they?" the little girl asked out of nowhere.

"Who were who?" Meggan asked, eyes alive with curiosity, delighted that Rachel was allowing her to feed the little version of Nightcrawler a muffin. Brian gently took his girlfriend's hand and placed it back on her lap like a proper British women, trying to honor her requests to help teach her to become more cultured. But what he didn't understand was that Meggan only wanted to learn to make him happy, and so this lesson ended like most of the others, with the elemental mutant pouting quietly. Meggan was too much a free spirit for rules and manners. In many ways, she was more of a child than Rachel.

The young telepath gave Brian a disapproving look before handing Meggan another muffin. "Lockheed and Martin. Who were they?" she asked again.

"Just some stuffed toys I had when I was younger," Kitty told her nonchalantly through a mouthful of cereal. "Like Bamf." She swallowed and pointed at Rachel with her spoon. "And what did I tell you about going into people's heads?"

Rachel ignored the scolding, busy putting her hands over her stuffed animal's ears.

"Bamf's not a toy. He's real," she said defensively, but with a hint of worry creeping into her voice.

"Of course he's real," Kitty assured her, guilty over her slip of tongue. Spending most of her time surrounded by the X-Men in Westchester or here on Muir didn't leave Rachel with many opportunities to make any friends her own age, so over time she had invented one in Bamf. Her father once confided to her that his daughter's attachment to the toy worried him, but Kitty never thought it was strange. She remembered how soothing Martin was when she was young, and how she had loved Lockheed from the second Peter had handed that little purple dragon to her. But she didn't think about that anymore. Lockheed and Martin were just two more old memories in some box in some corner of an attic, gathering dust. She had packed them away long ago.

"Ouch! Damn it," she muttered as a small trickle if blood slid down her hand. "Shotty British craftsmanship," she grumbled, looking crossly at the nail that had cut her protruding from the underside of the Midnight Runner, Excalibur's preferred form of aerial transportation. "You know," she said out loud to the empty hanger, "This would have never happened if Brian hadn't drunk proofed the plane."

"Isn't it your fault your teammates have drinking problems? Afterall, I for one never needed to touch alcohol until I met you."

Kitty turned around to see a familiar handsome face framed by coal black hair on the com screen, his sapphire eyes sparkling with wry amusement. "Yeah right. How long have you been watching me, Pete?"

"Not long. The furball just patched me through. Hard as this may be for you to believe, luv, watching you talk to yourself like a bloody lunatic isn't exactly my idea of entertainment."

"You know it's funny Wisdom, I think I actually prefer you after you've had your morning cigarettes and Screwdriver. You're much more pleasant drunk and full of poison."

Before their banter could continue, Kurt bamfed in. Kitty wrinkled her nose, still not used to the smell even after all this time.

Pete smirked at Kitty's expression. "Pity smell can't travel through the magic of fiber optics, eh Pryde?"

"We pay you to get us information Wisdom, not to make wise cracks. Now, what exactly is this all important information we needed to hear?' Kurt asked the team's informant.

"Got some people nosin' around Braddock Manor. Since that place belonged to one of you, I thought you might want be interested," he told them, an air of professionalism creeping into his usually drole voice.

"And what exactly is going on there?"

"Don't know. But I've heard rumors about that place. They say there's something unnatural down there, some kind of strange weapon or technology or something. Whatever it is, Black Air wants it."

Kitty and Kurt looked at each other in alarm.

"I think it's time Brian and I have a little talk on what he keeps in that old house of his. Thank you for the information, Wisdom."

"Long as you don't ask me to wear bloody spandex, I'm happy to help."

"Goodbye, Mr. Wisdom," Kurt said tersely.

"Nightcrawler." He looked over at Kitty and winked. "Pryde."

Kurt looked at Kitty in surprise after the com screen had gone dark. "Something going on between you two?"

"Fuzzy, I've never even met the man in person, just on the com-screen." Kurt stared at her doubtfully. "What? It's just flirting. Am I not allowed to flirt now?" She rolled her eyes, irritated by his disapproving gaze. "You know, we can't all be as perfect as you and Amanda."


"Would it make you happier if I spent my whole life alone?" she demanded.

"Of course not Katchzen," he said gently. "It's only your possible choice of men that concerns me. I just want to see you happy again. Like you were when-"

"You know what Kurt?" she interrupted, turning her back to him. "Just go talk to Brian."

"Daddy!" Rachel yelled, rushing towards her father, who had just entered the Med Lab with Rogue.

The X-Men's team leader bent down and stretched out his arms, enveloping his daughter in a tight hug. "Figures," Kitty thought to herself. "He leaves her here alone and scared for two weeks so Moira can run tests on her psi-abilities again, then expects her to forgive and forget just because he gives her a hug. And because he's her daddy, she does."

Kitty shook her head and turned her attention to her friend, delighted to see a familiar new face on the lonely island. "How are you Rogue?" she asked warmly.

"Ah'm fine. Pretty good, actually. But look at you! You cut your hair," she said, noticing her former teammate's shoulder length cut.

"Yeah, about a year ago. You like it?" she asked, fingering the ends self-consciously.

"It's different. Ah'll have to get used to it before Ah can figure out if Ah like it. What made you cut it?"

"It was time for a change."

"It looks nice, Kitty," Scott interjected as he moved closer to Rogue, still holding his daughter in his arms. "See Rachel, change can be a good thing, right?"

"No," she said flatly, glowering at Rogue as she tightened her hold around her father's neck.

The Southerner tried not to notice the girl's angry stare. "So how are you sweetie? Feelin' better?" she asked kindly, rustling the top of the Rachel's head with a gloved hand.

The young telepath pointedly ignored her, turning to look at her father instead. "Yesterday Kitty and Kurt took me on a walk near the ocean, and I saw a seal, and then I saw a dolphin, and then I saw two more dolphins after that, and I wanted you to see them, too. Today, can you go with me so we can look for more animals?" she asked hopefully, her perceptive eyes fixed upon her father's face. Without warning her eager smile disappeared and her lowered lip trembled before she clenched it into a thin tight line. "Just you," she added darkly.

"I'm sorry kiddo, I just don't have the time today. We have a mission that's really important. I barely managed to get away to say hi to you as it is," he explained, setting his daughter back down on the ground, her expression growing more miserable by the second.

Both Rogue and Kitty could see that little Rachel was crestfallen, but Scott didn't seem to notice.

"You know what, Ray? Moira has a few more tests to run on you, and by the time your finished we'll all be back, ready to take you home," she soothed, placing a reassuring kiss on the crown of her head. Rachel gave Kitty a grateful smile.

"And Ah'll make sure we get your dad back to you as soon as possible," Rogue supplied, trying to help cheer the small child up.

"I don't need your help," Rachel muttered, just loud enough for the women to hear as all three adults exited the Med Lab. Rogue pursed her lips together, a hurt look on her face, and Kitty shot her a sympathetic smile. Scott was oblivious. Kitty shook her head. He was a very different father than Peter had been.

"So what's this mission you were talking about?" Shadowcat asked her former teammates as they headed down the cold metal corridors of the Muir Island Complex towards the Briefing Room.

"Braddock Manor. Kurt said you knew," Scott said over his shoulder as he walked briskly in front of his teammates, not wanting to be late.

"We were just gonna check it out. He didn't say anything about you guys coming with us," she told him as the two girls quickened their pace to keep up with him.

"Kurt called us back in the states before I left to pick up Rachel. Betsy was anxious about what was going on, what with Braddock Manor being her home, too. Since we were already on the way over here, we thought our we'd make it a joint mission. At the very least it will be a good practice in case our teams need to work together in the future," he informed her, already beginning to shift into leader mode.

"Who is this Black Air anyway, Kit? We haven't dealt with them before."

"That because they've seemed to have confined their activities to Britain, at least for now. They're a government sanctioned spy organization, but they have their fingers in a hell of a lot of pies. Over the last few months they've taken control a number of divisions they should have no jurisdiction over. Last week our mole told us they shut down the Weird Happenings Organization. That's the third division they've taken over this month. We're not clear on exactly what their ultimate goal is, but we've dealt with them long enough to know whenever they're up to something, it's never good. Besides, it's probably just world domination. It's always world domination."

"Good to know," Cyclops said. "Of course, we'll have to go over this again so everyone can hear it. That is, if they haven't already started without us."

"Everyone's already in there?" Rogue asked, surprised.

"I told the team to meet in here at one o'clock and it's almost fifteen after. We're the only ones late," he reminded her, shifting further into leader mode. "Spent too much time in the Med Lab," he grumbled.

"Kitty-" Rogue put her hand on her friend's forearm as the mechanical doors slid open.

Kurt was in the seat facing the door, as was expected of the team leader. On his left sat Meggan and Captain Britain, who was standing. Both were in the midst of what looked to be a pleasant conversation with Psylocke, Brian's twin sister. To Kurt's right there was a seat left open for Kitty, which Logan stood behind. Iceman and Beast filled out the rest of the table with Storm, Cannonball, and Wolfsbane standing in the back.

Kitty smiled at them walked to her chair, Rogue on her heels. It was a bittersweet experience, to see all these faces that reminded her of what her life had once been.

It wasn't until she was halfway to her seat that she even noticed he was there. He was standing back in the shadows behind Sam and Rahne, his steel skin blending in with the metallic walls of the briefing room. She hadn't been expecting him. Peter had left the X-Men nearly two years ago, left her when she needed him the most, without even saying goodbye. He never even told her why he went away. And now it appeared he was back with the X-Men, and no one had even bothered to tell her.

"Sorry, Kit. That's what I was tryin'-," Rogue whispered from behind her.

Kitty waved it off, trying to will herself not to feel anything, knowing if she did she would break down right there on the briefing room floor. So she pushed her feelings away, not letting her emotions show. She was good at doing that. She had learned from the best. As she sat down, Logan put a reassuring hand on her shoulder. She smiled gratefully at him and he gave her shoulder a little squeeze before making a brief motion with his head towards Kurt. Kitty looked to her fuzzy blue friend sitting next to her, staring with concern. She nodded to him and he hesitated slightly before he turned to face the crowd and began the briefing.

Hope you liked this! The next chapter will explain more of the past. And the Romyness will pop up soon (You don't really think I'd leave her with Scott, do you? That would be icky. I'm not a Scott fan, can you tell?). I know I said I would post Friday, but I finished early and was too excited to wait. Chapter 2 will be up next Thursday. I would be very grateful if you left a review, they give my life meaning. :)

oldprydefan- Thank you! I was grinning like an idiot at that scene too. I wasn't going to put that in, but the Brood Kiotr moments were too important to me to leave out. It's probably my favorite arc, so much is going on but every character is portrayed right and everyone gets a moment to shine, even Illyana and Stevie, and the first appearance of a certain purple alien. It even made me care about Storm again. Plus, it has that cute little scene where Peter picks up Kitty and spins her around, not to mention the fact that it was followed up by "Professor Xavier is a Jerk!" I could go on about this forever. Anyway, hope you like the sequel!

Dark-bat- You think this is one of the best fics you've ever read? Coming from you that's a HUGE compliment. Thank you so much! Oh and by the way, tacos make me sick too.

Danfred- I know what you mean. The lack of Kiotr fics makes me sad too, even though most of the ones that do exist are usually pretty good. Hope you like this story!

alygny- Thanks! I'm glad you liked it. I hope you like this story too.

KittieKat8- I'll make it up to Rogue and Remy, I promise! And thank you for wishing me good luck, maybe that's the reason I haven't had any trouble with writer's block. :)

ishandahalf- Sorry to depress you! Maybe it will make you feel better to know that I already started writing the Romy chapters. I think their cute, but it's my first time writing them together as more than background characters, so I hope I'm getting it right.

DemonRogue13- Thank you! Hope you enjoyed this chapter!

B- Yeah, I felt bad for Rogue and Remy too, but I needed that ending for the sequel. As for Kitty's button-bypass move, mutant powers have to be good for something besides fighting bad guys, right?

Star-of-Chaos- Oh, I got a sad face from you? Then I guess I'll have to fix the whole Romy situation to make it better. I think Chapter 3 will make you pretty happy

The Uncanny R-Man- Yeah, the space issue was the one was referencing. Issue #165, I think. I love the whole Brood Saga because it had such great characterization and Paul Smith artwork. And as for Rogue and Remy in my story, don't feel too bad for them, things will get better in the near future.