I couldn't help myself!

The forest was still in the crisp night air. Crickets chirped cheerily and a night owl hooted in mid flight. The moonlight bathed every leaf, rock and blade of grass visible to its splendor. The tranquility severly contrasted the pandemonium occuring a mile away at the Xavier Institute; as did the man-sized pipe jutting up from the ground in a more cleared area of the woods. The grating at the end flew open with a flood of children scattering every which way in fright. Piotr, clad in nothing but his white boxers was cradling Artie in his arms at the foot of the pipe. He tried to keep every child in sight as they scattered in fear. A small form cautiously creeped out of the opening behind him and placed her hand on his arm to alert him of her presence. Piotr glanced to see it was Kitty and quickly focused his attention back on the children, hoping he didn't lose track of anyone.

"Jubilee didn't make it," Kitty was breathing hard. She had just sprinted from the soldiers infiltrating the school and was left behind everyone else in the tunnel.

"A handful of us didn't make it," he stated matter of factly. "Everyone settle down." His voice boomed over the clearing stopping everyone in their tracks. "We're safe here for the time being. But, I need everyone to stick together. Do not leave the group." The sobs of some could be heard scattered about.

"What are we going to do Piotr?" one little boy piped up.

"Yeah, Pete, you have a plan in that non-existent back pocket of yours?" Kitty couldn't help her sarcasm. He simply replied with a grim expression before turning back to the students. The forest stretched on for miles. He didn't dare look for a cabin or shelter and risk getting lost.

"We'll spend the night here," he announced. The sobs and scattered conversations grew loud once more. Piotr gently placed Artie on a soft patch of grass and went back to lean on the pipe.

"Then what do we do?" Kitty said desperately.

"I haven't gotten there yet," Piotr didn't want to risk taking the students back if the soldiers were still on the premises. "But don't worry. I'll figure something out by morning," They watched as the children cuddled up to one another. "Get some rest Katya."

"What about you?" she frowned at him. He couldn't expect to stay awake all night. "You can't watch over us all night."

"Do you have a better plan?" he was game for any other option at this point.

"We'll take shifts. That way we'll both sleep and someone can watch for danger." Piotr was about to object, but Kitty cut him off, "look, I know you think you have to be Mr. Macho, but you need rest too." That shut him up fast. "Besides," she put on a cocky grin, "Who said I couln't play hero too?"

Piotr shook his head with a grin, "Alright Ms. Hero," he laid his accent thick on the last words and lay back into the grass with his hands behind his head, "You get first shift." She was close to protesting, but stopped herself. Fine. She found a log to lean on and brought her knees up to her chest wrapping her arms around them. Nothing stirred for the exception of a child rolling around to get comfortable. This was going to be a long night.

With such a tense atmosphere, she couldn't help but flinch at every crack of a twig or rustle of bushes. This was going to be a very long night. The adrenaline rush began wearing off and the bite of the air made her shiver. She cursed being in her nighties on such a chilly night. From now on, she noted, I go to bed fully clothed. It may not have mattered by morning if those soldiers were still after them. She shook her head involuntarily. Changing the subject. She looked out to the children once more, thinking about her relationships with many of them and began to ponder that taboo question among the studens; how did you end up here?

It was hard to think of her life story. She didn't remember much of the years before attending the school. Or perhaps she didn't want to remember. Punishing parents dabbled in school bullies. Her father didn't take her mutation very well. The Professor had to sooth his rage before he reached the point of throwing blunt objects at her. And before ever finding out about the existence of a school for mutants or X-Men, there were notes on the back reading I'm a mutant freak and being thrown in lockers. She didn't mean to materialize through a trash can in front of her entire high school population. If she hadn't she would have tripped and been bathed in leftover lunches, and how embarrassing would that have been?

The colossus of a boy lying next to her grunted making her snort in laughter. She had to hand it to the guy; he was ready to beat the snot out of those men back in the mansion. If it wasn't for Logan telling him to look after the children who made it, he would have stayed behind. She felt her cheeks turn a bright pink in embarrassment. She ran away. She didn't stand up for herself or her roomates, and simply sunk to the level below her. How Pathetic. Now, she may never see her friends again. Jubilee, Rogue, Bobby, John. They didn't make it out, and she just scurried to safety like a rat. The tears were about to flow down her cheeks as she attempted to sniffle them away.

"What's wrong Katya?" the Russian's voice startled her and she quickly wiped at her eyes. She didn't want to show weakness in front of him. It would just make things worse.

"Nothing. I'm fine," she lied to him, hoping he would roll over and go back to sleep. Her face must have given her away as he quickly sat next to her, shifting the log slightly with his weight. His soft gaze sucked her in and she couldn't look away. His eyes broke all barriers within her, leaving her with a mixed feeling of calm helplessness.

"You're not fine, I can see it in your eyes," he moved a loose strand of hair away from her face brushing her cheek with his thumb in the proces. She turned away from him to stare gloomily at her knees. Her heart was being tugged in seven different directions and she couldn't take it. "It's okay to be upset."

"No, you don't understand," she turned to him again. Her eyes were moist. "I'm no hero. Tonight just goes to prove it. I was afraid and I showed it. If Jean or Storm were there, they would've fought. Logan stayed and took them on. You even clobbered a guy or two," Pete quietly laughed at this.

"That didn't make me any less afraid, or any more of a hero," she tried to smile for his benefit, but failed. "You did exactly what the Professor would have expected of you." She nodded at this. They sat in awkward silence for a minute or two not knowing what else to say until Piotr spoke up once more. "You should sleep Katya. You've gone through a lot already."

Her stubborness would not give in to his gentlemanly behaviour. "No, you've gone through just as much as I have," he simply stared at her, astonished by her obstinate attitude. "We'll be on watch together. If one of us," She paused to yawn, "falls asleep, we'll wake eachother up." She shivered violently and rubbed her freezing arms. Piotr pulled her closer to him and wrapped an arm around her shoulders, allowing her head to lean on his chest. She tensed up at first, but soon settled into his form. "So, what's your story? How did you end up at the school?" she tried to push the conversation to keep her mind off sleep and how he was holding her. He didn't cringe at her question like others would.

"Well," he went into his life story of the Russian farm and how his mutation triggered while saving his younger sister from a tractor. Through his tone, it seemed his situation wasn't as bad as most that walked through the gates of Xavier's school. But, upon finishing his story he looked down to see kitty's form sleeping peacefully. Her hair lay delicately over his bare chest, reflecting the moonlight like a halo. Pete slightly smiled at the sight. His mind told him to stay alert and keep watch; his body told him different. He closed his eyes and rested his head back on the log feeling the fatigue fill his lungs and relax his muscles.

(Morning)

"You think they did anything?" one girl sniggered.

"Eww, that's gross," a younger boy whined.

"Come on guys, be mature," Another girl demanded. Kitty stirred in her sleep, freezing all of the younger children crowded around them in their spots. "Scatter." They scurried back to where the others slept and closed their eyes, pretending they hadn't woken up. Both Kitty and Piotr shifted to find a more comfortable position, waking up Kitty. Her eyes instantly went wide.

"Umm, Pete?" He grunted in response and opened his eyes as well to a bit of a shock.

His right arm was wrapped tightly around her back and waist with his other atop hers (so conveniently stretched across his stomach). They glanced in unison at the situation down south and closed them in disbelief as Kitty's leg was sprawled over top of his. Oh, what a sight to behold in the morning. She wanted this to be a dream. Not necessarily a bad dream, but a dream at that.

They hastily separated, too embarrassed to speak or look at eachother. How could he have fallen asleep on watch? How could they have been sleeping like that? He just wanted to keep her warm; that's all.

"Is everyone still here?" Kitty cracked the thick awkward atmosphere between them. Piotr quick did a head count of all of the students. Everyone was accounted for. "Great." She couldn't think of a single thing to say to him.

"I'll check the mansion for intruders," springing to his feet he was through the pipe gate and out of sight, leaving a wordless Kitty behind.

The mansion was trashed. Windows were blown in, walls had gaping holes and one of the halls looked like it was flooded. But, he was alone, and that was all that mattered. He rushed back to the woods where the children were just waking up. A group of them stared blatantly at him and sniggered to themselves. He shrugged this off and returned to kitty who was sitting on the log. "It's safe to return,"

She nodded in compliance and beckoned everyone to follow Piotr and her. Their footsteps gave the pipe its own pulse, and filled them with anticipation to return back to the mansion. Kitty looked forward trying to act as smooth as possible. Pete would glance down every few minutes to check on her. He didn't want her feeling uncomfortable around him. In the mansion, everyone wandered to their dishevelled rooms, lost in their thoughts.

Kitty sighed, looking in at her empty room from the doorway. She couldn't help but worry for her captured roommate and friend. "Don't worry. Everything is going to be fine," his deep voice came from behind her. She felt two mammoth hands grasp her shoulders in a reassuring manner. I know it will be Pete, she thought, placing a hand over his.

I know.

A/N: This part of the movie always bugged the crap out of me, so I wanted to write my own little filler to satisfy both my hanging curiosity and the raving fangirl for kitty/Colossus shipping! I hope you enjoyed!