This was writen for a challange on Theotaku. The point was to write a one-shot with an unusual X-men pairing. And well this just came to me so, here you are!

The library in the Xavier's school for gifted children was empty on this night. Empty, aside for the hulking form of Beast as he perused one of his newly purchased books. He sat in one of the many plush armchairs that resided in front of the large fireplace. It was nearly midnight before a sound other than Mr. McCoy's breathing and the rustling of pages greeted the near silence of the room. A small whooshing noise met the older mutants ears, but he made no attempt to see what is was for he knew that sound.

"Miss Kitty, what are you doing up so late?" he asked, finally looking up from the fine print of the book. Beast was glad for his thick blue fir at moments like this. He was sure he was blushing a bright red. Kitty was in her night clothes: a black nightgown that fell mid thigh, with white lace around the neck and shoulder width straps.

"Sorry, I couldn't sleep. I knew you'd still be up so..." she let the sentence drop, unsure how to finish it. Hank gestured to the seat next to his. Kitty smiled as she walked over and lounged on the chair, feet tucked neatly beneath her. Just like a cat... Beast shook the thought away.

"So, are those the new books you ordered the other day?" He nodded.

"Yes"

It was silent for a few minutes before Beast spoke again. "Kitty, why are you really here?"

She showed no hints of surprise or confusion. She knew exactly what he meant. She sighed with surrender before answering. "You know why I'm here."

It was Beasts turn to sigh, this time with exasperation. "And you know what I'm going to tell you."

Kitty jumped up, "But why? " Beast gestured for her to quiet down. "Kitty listen to me."

"No, you listen to me! I won't be quiet, not until you hear me out! You know how I feel but you never acknowledge my feelings, Beast. Why won't you give me a chance? Why won't you love me the way I love you?" she was nearly screaming, tears streamed down her cheeks. She fell back into the chair, sobbing.

Beast stood up, then knelt before the distraught teen. He pulled her close as she sobbed into his shoulder. He simply knelt there, comforting her, rocking back and forth, rubbing her back and offering her comforting words. After a few dozen minutes, Kitty's sobs, turned to hiccups and she calmed down.

Beast pulled her back, "Better?" he asked. Kitty nodded, still rubbing her eyes.

"Kitty, you're wrong. I do know how you feel. I know you love me, and I love you too Kitty, but it's not meant to be for us. I'm too old for you and you know it, our love could never prosper like it would if you were to love someone your own age."

Kitty nodded, "I know, but it's just so hard, not being able to be with the one you love the most. I love you."

"And I love you Katherine Anne Pryde. But we can never act rashly upon these feelings. I do not wish to bring the consequences down upon you."

She nodded, "It just hurts so much." Hank barely heard her whisper. Tears were threatening to make an encore appearance.

"I know, Kitty, I know." He lifted her chin and gently kissed her forehead. "Just promise you will try to get over me. Try to find someone who can love you the way you disserve to be loved."

She nodded. Suddenly the alarm went off, startling both mutants. "X-men, Magneto is attempting to release Juggernaught from prison. Get prepared and meet in the Blackbirds hanger." Professor X alerted them inside their minds. Beast looked down at the young woman, "We should go." Kitty hugged him. "I'll take your advise. You were my first love, Hank McCoy, and will always have a special place in my heart." Kitty leaned up and kissed him on the cheek, before running out of the room via the wall.

Beast looked after her. His small smile fell, as a single tear followed. "I will always love you Kitty Pryde. Always" Beast turned away and left the library, silently closing the door to the library, and his heart.