A/N: i was bored and i had this song ("It's The Fear" by Within Temptation) stuck in my head so i wrote this. words in bold italics are song lyrics and words in italics are flash backs.

Disclaimer: i don't own X-Men or "It's The Fear" by Within Temptation.

It's The Fear

It waits for the day we'll let it out.

To give it a reason, to give it its might.

"Jean?" Scott asked staring at me in disbelief.

"Scott?" I stared back with the same look.

"How?" he asked moving closer to me.

"I don't know..." I answered looking around with a slight smile on face.

He pulled me into a hug. It felt so good to be held by him again. He pulled away slightly and held my face in his hands. He smiled at me. God, how I missed his smile.

"I wanna see your eyes," I told him. "Take these off," I moved to pull off his glasses when his hands stopped me.

"No, no" he said holding onto my arms.

"Trust me, I can control it now," I reassured him as I gently removed his glasses.

His eyes were shut tight.

"Open them. You can't hurt me."

He slowly opened his eyes. They shown bright red at first, but I pushed it back to revel his sky blue eyes.

He placed his hand on my face, taking in the color of my eyes and hair for first time. He kissed me and I kissed him. But then something went...wrong...

I fear who I am becoming,

I feel that I am losing the struggle within.

I can no longer restrain it,

My strength it is fading,

I have to give in.

Scott didn't have to die. But he did, and I killed him...no wait, that's not right,...Phoenix killed him. It tried to warn me though, it told me the price that I would pay for using such power. The price of my sanity. The price of control, control over my own body and mind.

(It's the fear)

Fear of the dark

It's growing inside of me,

That one day will come to life.

(Have to save)

To save my beloved,

There is no escape,

Because my fate is horror and doom.

"Jean," Logan said gently. "What happened to Scott?" he held Scott's glasses in his hand.

The images came flooding back to me.

"Logan..." I whispered as I started to lose control.

Scott's glasses broke apart, everything in the lab started to move and fall apart, too.

"Look at me," Logan said holding my head in his hands. "Talk to me."

"No," I closed my eyes as things got worse.

"Focus, Jean!"

"Kill me, Logan," I begged him.

"What?" he asked stunned.

"Kill me before I kill someone else, please," I cried.

"Don't say that," he pleaded softly.

"Kill me," I breathed.

Hold down your head now,

Just let me pass by.

Don't feed my fear,

If you don't want it out.

He didn't kill me, of course. So, I left. I went to parents house. They weren't home, so I sat in the study and waited. I knew that he come sooner or later.

I fear who I am becoming,

I feel that I am losing all beauty within.

I can no longer restrain it,

My strength it is fading.

I have to give in.

"Look at me, Jean," Xavier said sitting in front of me. "I can help you."

"Get out of head!" I demanded pushing his wheelchair back.

"Perhaps you should listen to her, Charles," Magneto advised him.

"You must trust me. You're a danger to everyone and yourself, but I can help you," Charles assured me.

"I think you want to give her the 'Cure'," Magneto stated.

"Look at what happen to Scott." Charles pushed. "You killed th e man you loved because you couldn't control your powers"

"NO. STOP IT!" I screamed.

The windows shattered. Magneto went flying backwards into the kitchen and Charles's chair was pushed farther back.

"Jean, let me in," Xavier pleaded.

But his words were lost to me, as I rose from chair bringing him with me. His flesh started to peel away as I held him in the air.

"No, Jean. Jean!" Magneto yelled helplessly pinned to kitchen floor.

"Don't let it control you," Charles told me softly.

(It's the fear)

Fear of the dark

It's growing inside of me,

That one day will come to life.

(Have to save)

To save my beloved,

There is no escape,

Because my fate is horror and doom

What's done is done. Scott's dead. Charles is dead. I wish I were dead. But who's power enough to kill The Phoenix?

Long ago it came to me

And ever since that day,

Infected with its rage

But it ends today.

A wall of water rose up out of the bay and surrounded the island. The place was a wreck. And there I stood, on a hill of debris.

"Jean..." Logan called making his way towards me. "I know you're still there!"

The raw power that was radiating off of me hit him head on riping off his uniform and eating at his flesh.

He grunted as he continued towards me. Every step more painful then the last, but he wouldn't die. He would heal.

"You would die for them?" I asked when he finally got to me.

My voice was dark and not my own. None of this was me.

"No, not for them," he informed me. "For you. For you."

The love for me that was radiating off of him hit me head on riping at what little of me there was left.

"Save me," I begged him, like I had begged him before.

This was me. I wanted to die. I needed to die.

"Jean, I love you," Logan breathed, a look of hurt on his face.

SNIKT!

The cool metal mixed with my hot flesh in one swift motion. It hurt at first, but only at first. A smile crept onto my face as my world went black...

(It's the fear)

Fear of the dark

It's growing inside of me,

That one day will come to life.

(Have to save)

To save my beloved,

There is no escape,

Because my fate is horror and doom