Summary: Logan and Ororo have been close friends for a long time. Suddenly, one day Logan really sees her for the first time. Read on for a few surpises, some very unLoganlike behavior, some twists, a little romance and maybe even a tragedy or two.

Author's Note: I simply love the idea of Logan and Ororo as a couple. I never could understand why everyone was so obsessed with him getting Jean; she is so not his type. So this is my take on just how Logan got over Jean and began looking at Ororo as something more than pretty background decoration. Sorry it opens up like the second movie, but it seemed to fit somehow.

ust a short AN, someone pointed out to me that the ages of some of the characters seems a bit confusing, so I think I'll clear that up here. Rogue is nearly 18 years old, Storm is in her late 20's and Remy is probably 21 years old (no I have no intention of explaining why Remy has come to the school; he is only being mentioned in this fanfic. As of this moment, he will play no major role in this story), This is a mixture of movieverse and comicverse. I apologize in advance for any minor mistakes or liberties I may take with the comic history. Rated for minor swearing.

Logan was finally home; after nearly a year away from the mansion and the other X-men. He'd left to chase down the demons and ghosts in his past, hoping that maybe they would lead him to the answers he was searching for. All the while, in the back of his mind, was the fear of just what he might find; what might be revealed to him; and the fear that maybe he couldn't live with who he had been and what he might have done. But the tips he followed proved to be dead ends and he found himself headed back to the only place that had ever made him feel even remotely at peace; Xavier's school.

Rogue met him at the door, flinging her arms around him as she greeted him exuberantly.

"Hey kid, how ya doin'?" Her smile was answer enough for him and he was glad to see that her encounter with Magneto over a year ago had left no lasting mark.

"Everything around here's good Logan. Ah've been doing good too; the professor's been helping me out a lot."

He grunted and threw a smaller bag at her as he turned to head up the stairs. "Good; give me a hand then would ya." As he reached the stairs, he was stopped by Storm coming down quickly.

She stopped, and gave him a quick kiss on the cheek as greeting before continuing hurriedly down the stairs. "Welcome back Logan. I cannot talk now; there was a minor explosion in the kitchen just now. It seems Jubilee has taken up cooking again."

Logan found himself chuckling as he let her pass and realized that not only had nothing changed, but that he had actually missed some of the chaos. He was still chuckling as Rogue followed him upstairs to his room with some of his stuff.

"I'm sorry that I was unable to help you Logan. I can only hope that in time more answers will be revealed to you."

Logan shrugged as he chewed the tip of the cigar the professor forbade him to smoke inside the mansion walls. "I appreciate that Chuck; but I think that I'd like to take a break from runnin' down demons fer awhile. Do ya mind if I hang out here?"

"Certainly; as a matter of fact, there is something that I wish to discuss with you. I was hoping that when you returned you might be willing to 'earn your keep' so to speak."

"What'd ya have in mind?"

"It has come to my attention that many of the students here, and even some of the faculty are lacking basic self defense skills."

"What's that got ta do with me?"

"Logan, you obviously have an extensive military background, even if you don't remember most of it. And based upon the reports I have seen from other members of the team, you can more than handle yourself in a fight. That is why I would like for you to teach a self defense class."

"Me? Teach?"

"Yes. I feel and others within the faculty agree with me, that you are the best choice."

"I guess it goes without sayin' that Cyke was the only hold out."

"Logan, you might find that when it comes to this school and the students, Scott can put aside his personal feelings."

"He put up a real fight against it didn't he?"

Xavier laughed out loud, his tone slightly sarcastic as he replied. "You have no idea."

Logan chewed his cigar chuckling. "Well, I'm flattered."

"Is that a yes?"

"Why the hell not; I ain't got nothin' better to do at the moment. When do ya want me to start?"

"First thing in the morning; I've already added the class to the roster." He handed Logan a piece of paper with the weekly schedule of most of the classes that were currently being taught.

"Pretty sure of yerself weren't ya Chuck?"

Xavier tapped his forehead with his finger. "I'm very rarely wrong Logan."

Logan smiled. "I'll keep that in mind."

"Good. Now tomorrow I would suggest that you assess the students individually to see what they know, or don't know. That may take you a few weeks."

"Anythin' specific ya want me ta teach them?"

"I want you to teach them how to think on their feet and to teach what will work for each student. For now, don't allow them to augment what you teach them with their mutant abilities. Later, when they progress we can tie things together. I'll expect a weekly progress report on how you and the students are doing."

"I'll be here."

"Good, now here's the class list; I thought it best if you teach the students separately from the adults."

Logan scanned the list and his eyes widened as he saw who was on the list. "Chuck there's only one name here."

"I know. Ororo is a powerful mutant and a born leader. But she had little chance during her childhood in Africa to acquire any worthwhile fighting skills. Although she has resisted the idea for many years, I have finally convinced her that not only are these skills vital, but I would remove her from active duty if she continued to refuse to learn them."

Logan chuckled softly picturing that conversation in his mind. "I gather that me teachin' the class didn't sit well."

This time the professor smiled slightly. "On the contrary she was very adamant that you be allowed to teach her personally."

"That's surprisin'."

"You shouldn't think so; Ororo respects you and your abilities. She also feels comfortable taking instruction from you; something I feel is very important to true learning. Are you all right with this?"

"If Ororo don't mind me knockin' her on her ass for a few months, I won't mind doin' it."

The professor chose to ignore both his language and his statement. "Very well then, I look forward to hearing from you at the end of the week."

Logan left the professor's office and headed to the kitchen for something to eat when he nearly ran into Jean; literally. Only his own quick reflexes and a quick mental shout to Jean kept a major collision from occurring.

"Logan, I was looking for you."

Logan smiled and felt desire, rich and potent start to fill him as her scent reached him. "Really? What for?" His voice was low, deep, even a touch intimate he saw her hesitate slightly.

"Scott and I have somewhere we need to be and we need another adult to help Storm watch the kids."

Logan felt a flash of irritation and didn't bother to hide it from her. "And ya figured I ain't got nothin' better to do than help her watch a bunch of kids."

"Yeah, that about covers it."

He sighed loudly and rubbed his forehead. "Fine. Seems like today is my day to act completely out of character. You and One Eye owe me, big time." Jean smiled at him and it filled Logan with a fierce spear of joy that he had made her happy; even if it was to help her spend more time with Scott. She hurried off and left him standing in the hallway.

After eating, Logan wandered outside to smoke a cigar and enjoy a moment or two of peace. Grabbing a meal in the kitchen had proved more of a hassle than he had anticipated. He had foolishly gone into the kitchen with an appetite and Jubilee, who was still there cleaning up the mess from her previous attempt at cooking, had promptly decided she would cook his meal. Not wanting to hurt the young girl's feelings, he'd seen no choice but to go along with it.

But the plate she had put in front of him contained a substance so vile, that he wasn't sure even he, with his mutant healing factor, wanted to attempt eating it. But the hopeful, pleading look on Jubilee's face gave him little choice. And so now, he was walking the gardens behind the mansion, smoking a cigar and trying to cleanse the awful taste from his mouth.

He found himself outside of the greenhouse and wondered when it had been built; it hadn't been there when he'd last been there. He opened the door, a faint scent of rain and sandalwood teasing his nostrils as he realized just who the structure had been built for.

She sat inside, tending to the multitude of plants as she hummed softly to herself. "Hello Logan. I had hoped Jubilee's attempt at cooking had not caused you permanent injury."

He chuckled as he stubbed out his cigar and stepped forward to get a closer look at what she was doing. "Nothin' ya couldn't handle without a healin' factor."

Ororo chuckled as she continued transferring small seedlings to their own individual pots.

He watched her work for several moments without comment. "It seems we're a couple of glorified babysitters tonight."

"Yes, it seems all the other adults are fleeing the mansion tonight."

"Lucky them."

They fell silent for several moments, neither feeling the need to fill the space between them with useless words and chatter. It had been that way between them from the very first moment they had met. And each was very comfortable around the other; often seeking each other out in quiet moments to simply feel a sense of companionship free of deeper needs and entanglements.

During the silence, Logan found himself pondering the conversation he'd had with the professor earlier about Ororo and her request for him to teach her. He found himself wondering and unable to understand why she chosen him. "I had an interestin' conversation with the professor today."

Ororo went still for a moment, but she didn't turn to face him. "Oh? What about?"

"It seems he wants me to teach a self defense class. Seems he's concerned about some of the students lackin' any self defense skills." He watched her closely as she looked up at him, her face still and calm. But he could smell a hint of apprehension roll off of her.

"And you are wondering about why I lack those same skills."

"I gotta admit darlin', it seemed a bit of a surprise."

"There is a lot about each other that we do not know Logan. In the past, I have relied far too heavily on my mutant abilities; Ellis Island showed me that very well. I do not want to be a liability to this team; I have no wish for someone else to defend me if I again find myself in a position where my abilities are useless."

Logan nodded, half expecting her words. "I won't go easy on you darlin'; I won't pull punches and I'm gonna hold ya to a very high standard. I'm sure I'll end up knockin' ya on yer ass a time or two."

"That is precisely why I asked the professor that you be the one to teach me. I know you will not coddle me or expect anything less than my best. The others, they feel an obsessive need to protect me; which does nothing more than hinder my efforts to protect myself."

Logan nodded, finally understanding why she hadn't gone to Scott or even Remy with the request. "Just so we understand each other; I'll see ya in the workout room tomorrow at 11 a.m., when the other students are busy with their other classes. Dress comfortably with good shoes. We're gonna to start with endurance trainin'."

She nodded as he left her to her plants.

The rest of the evening passed relatively peacefully; at least as peaceful as a night in a house full of mutant teenagers could be. There were several minor disagreements which escalated into skirmishes when one of the injured parties decided to settle the argument using their powers. And Jubilee managed to once again create a disaster in the kitchen in her attempt to make popcorn. But things calmed down quickly when Ororo spread the word about an impromptu movie night.

Logan came into the room near the beginning of what would later become a semi marathon of action movies. He looked around in minor amazement that most of the kids there were not only sitting together, but they were quiet and actually not trying to maim or dismember each other. After a few moments, he began watching the movie and found himself being drawn in. He looked around, scanning the room for a seat.

He saw Ororo wave him over, pointing to the free seat next to her. He came through the room quickly and plopped down next to her. She silently handed him some of the popcorn that had come out unscathed, not taking her eyes from the movie on the large screen.

"This ain't a bad flick. Who picked this movie out anyway?" He whispered to her and ignored the shushing noises that came from around them.

"I suggested it to the children; they seemed to want something with a bit of excitement."

Logan shot her a look of surprise. "Ya've actually seen this movie?"

"Why do you sound so surprised that I would like this movie?"

He shrugged. "It just don't seem yer type of thing darlin'."

She smiled enigmatically at his surprise. "There is a great deal you do not know about me Logan."

For a moment, her tone of voice, despite it being near a whisper, intrigued him. If he hadn't been sure who he'd been speaking with, he might have thought that she was flirting with him. "So I'm learnin'. Anything else you plannin' on surprisin' me with that I should know about?"

She chuckled. "Time will tell." And they sat back to watch the movie in silence.
The next morning he walked into the workout room, a room in the sub basement across from the danger room, to find his students already waiting for him. He was pleased to find Rogue among them; and pleased that most of the students had dressed appropriately. The students fell silent as he walked into the room. He stood in front of them, quickly counting them to see if anyone was missing.

"Alright, why don't we get started; I don't know all yerr names yet but my name is Logan and I've been asked to teach you some basic fightin' skills. I'm gonna tell each of ya right now, this class ain't gonna be easy. I'm gonna push each and every one of ya here until ya not only know your limits, but surpass them if ya need to.

"For the first few weeks we'll start off easy; runnin', calisthenics and light weight trainin'. During the first few weeks, I'm gonna take each of ya aside to try and figure out yer strengths and weaknesses and what would work best for ya. I'm not here to embarrass anyone or point out flaws. What I am here to do is to teach ya somethin' that might one day save your life.

"And before I forget, there are only two rules in this class. First, I'm in charge. There is no higher authority; not even Xavier. So if any of ya feel that ya can go to him if I get too hard on ya, remember that he won't save your butts. Second, under no circumstances are any of ya to use any of yer abilities while yer in this class." There was a collective moan throughout the room at that announcement. "There may come a time when yer abilities are useless, or could do more harm then good in a fight. If that's the case, then ya still have somethin' to fall back on in a pinch. Now, I want ya to pair up and begin stretchin', we've got a two mile run to start with today."

"Two miles?" He heard one student mutter

"He's crazy." Came another.

Logan's sensitive ears picked up the comment easily and he couldn't help answering it. "By the time I'm done with ya, all of ya will be able to run 10 miles without even breakin' a sweat." There was another collective groan as the students began stretching.

Logan dismissed the class nearly two hours later, giving out remedies and tips for sore and strained muscles as the students filed out to shower before their next class. Rogue stayed behind for a moment as Logan waited for the last of them to leave.

"So, what'd ya think?"

Rogue shrugged. Logan watched her closely during the workout; but she hadn't seemed nearly as winded.

"Ah think that ya went easy on us."

He laughed as they walked out the door; he had nearly two hours until he had to meet Storm for their session. "Yer probably right about that; but yer just kids. It'll get harder next week; we start hand to hand combat trainin' then."

Rogue groaned and left him in the hall as she went back to her room to get ready for her next class.

Ororo was actually early to the workout room; Logan sensed her the moment she came through the door. She hesitated at the door, and he could feel the weight of her gaze on him as he moved through a complicated series of kicks and punches. He had come down early to workout and loosen up; he hadn't expected her to come down early as well. He turned to her and sensed her surprise; she had finally noticed that his eyes were closed.

"Yer early." He opened his eyes as he spoke, his gruff voice echoing and watched as she jumped in surprise. He found himself surprised at her appearance; he had no idea that the great weather goddess owned sweat pants. He was used to seeing her dressed impeccably on a regular basis. Ororo was well known for her keen fashion sense and elegant style. Seeing her dressed down to such a degree was nice surprise.

"Yes, I had hoped to warm-up and stretch before we begin. Logan, just why were your eyes closed?"

He began going through his exercises once more as she stepped into the room. "Helps with balance. If ya need to stretch before we start, go right ahead darlin'; there's plenty of room here for both of us." He moved over a bit, giving her plenty of room on the mat for both of them. There was silence between them until Logan decided that it was time to begin their run. "How far do ya usually run?"

She pulled out of her final stretch as he approached her. "About 5 miles; how far are you expecting me to go?"

He shrugged. "We'll start with 5 today and work our way up. I usually do about 10 and that's what I'm holdin' the kids to."

She nodded as they exited the workout room. "Then let us begin."

They ran further than Logan planned; he found himself pleasantly surprised by Ororo's endurance. When they reached the five mile mark, he asked her if she wanted to stop. She had merely shrugged and continued on running.

They ran another two miles before Logan told her that they'd gone far enough for one day. As they walked back towards the mansion, Logan pondered Ororo out of the corner of his eye. He knew that she kept herself in reasonably good shape; there was little choice given the work they had taken upon themselves in using their powers to benefit mankind.

But he was pleased to see that she was taking his class as seriously as she was. Unlike many of the students, she had not voiced a single complaint during their run. Nor had she balked at going beyond her normal routine; in fact he'd felt that he needed to hold her back. With this in mind, he decided to step up the pace and begin teaching her basic hand to hand combat techniques the following day.

The students had almost no stamina and would be hard pressed if he forced them to learn to fight on top of getting them into shape. But Ororo had a great deal of stamina; a great deal more than he had expected. He found himself suddenly looking forward to their daily workouts with a sense of anticipation, wondering just what she might surprise him with next.

"What is on the agenda for tomorrow?"

He was broken from his thoughts by her calm voice. They had returned to the mansion's work out room to finish the day with some light weight training and stretching. Logan shrugged and threw her a towel. "'Bout the same; though I think tomorrow we'll throw in some simple hand to hand combat to start with. I'd like to see what style would suite ya and that might take a few days."

She nodded and went to hit the showers.