Disclaimer: I own nothing. Literally, nothing.

So, I watched X-Men: First Class in theaters right after it came out and my mind was totally blown away, especially by the relationship between Erik and Charles. I'm always a sucker for friendship stories and theirs was just so beautiful and tragic. Gah, the ending just about killed me, and I had to write something to fix the gaping hole it left in my heart.

This is the result. It's AU, set in a universe where Charles and Erik are able to work out their differences, and fight for a common cause. The government stepped up their fight against mutants right after the beach, and so Charles and Erik face down an unraveling world and increasing threats of imprisonment and execution. Banding together, they fight to protect their fellow mutants, while still demonstrating that they can be the better men.

Feedback is much appreciated!

The rain feels like ice against his skin as he struggles to find purchase on the muddy slope. His left boot slips, nearly sending him to his knees, and he fights a grimace as pain shoots up through his leg. When one of the others gives him a concerned glance, he forces his features to smooth into his usual calm mask.

Calm is always important on days such as this.

Once he has regained his footing, he cautiously picks his way along the hill, hugging the tree line tightly and aware of the others fanned out around him, keeping to the shadows as much as possible. Invisibility is as critical as calm. They move like ghosts through the forest, circling around their target in a wide arc. He keeps his eyes roving, searching for possible motion sensors or stray patrols. He can't sense any immediate danger, but his accuracy hardly has a perfect record in situations like this.

At last, they reach their goal: the point where the trees give way to an even steeper slope that plunges down into the small valley that houses their target. The small group drops to all fours, spreading out along the ridge before lying flat, trusting the shadows to offer enough protection.

He pulls a pair of binoculars out of the pouch he has taken to wearing, wiping mud and rainwater from his eyes before peering through them to the rear entrance of the facility below. Half a dozen guards—all armed with automatic weapons. Expected, but the sight still sends butterflies swirling around in his stomach.

He wonders if he'll ever be completely used to all this.

"They look ready for a fight." He turns to the man who has taken up residence at his side—a place he rarely moves from, to be honest.

"So do you," he comments mildly, shoving his cumbersome bangs off his forehead. He hasn't had a haircut in months and he's starting to feel like a scruffy dog.

"I'm always prepared," his old friend, best friend, says with a sharp smile—the kind he always wears on these missions.

"We're not going to fight them, Erik," he replies firmly, a weary sigh lacing his words. They have this argument every time. More for the sake of it than anything else, but he's tired today.

He's also cold. Really cold. And the mud is making it hard to move, coating his skin beneath even the protective cover of his heavy clothing.

"Charles." He blinks over at Erik, realizing that the other man is waiting for a response of some kind.

"I'm sorry, what?"

Erik's gray blue eyes pierce his, tight with worry at the corners—a worry only he's ever able to see.

"Where's your head, Charles?" his voice is tight, too, but not with anger. The anger has been bleeding out of him for years, now, and thankfully, there isn't much left.

Charles shrugs, unsure of how to answer. His head is everywhere: monitoring the guards marching below them, soothing any lingering anxieties of his fellow mutants, running through plans again, preparing for the obstacles that lay ahead of them, and griping about the cold, apparently.

"There's never a simple answer to that, Erik," he jokes with a faint smile, hoping to lighten the mood.

Erik shakes his head, but Charles can sense the flare of fondness running through his mind.

"Guys?" Alex's fingers are clutching his binoculars in a death grip, and his eyes are wide and uncertain in his pale face. "There's a car approaching from the east."

"What?" Sean hisses, lifting his own binoculars. "That wasn't part of the plan."

Charles automatically reaches a portion of his mind out to the car, brushing against the occupants. One mind is dull, focused only on the task of driving and trying to suppress mounting anxiety about the men talking quietly in the backseat.

They are powerful men and impatient. One mistake and he could disappear forever, and that can't happen. He has a wife and kids to think about…

Another mind is swirling with anger—a hurricane that batters him when he presses his mental hands against it.

These mutants are a disease, terrorists, and they should be dealing with them accordingly, not sitting around waiting for the red tape to clear. If the base were to be attacked, his men wouldn't know how to even begin to respond…

The third mind is the most dangerous, filled to the brim with endless calculations, but beneath it all powerful malice hums—the kind of malice that can rip a world to shreds, the same malice that used to permeate Shaw's mind.

The men of the base need to be trained, specially trained, to deal with mutant threats. However, first they must learn more of these threats. Cataloguing is going well, but more steps need to be taken, study…

He pulls away when a firm hand lands on his shoulder, shaking his concentration. Blinking away the images he'd seen, flashes of pain and terror, he peers up into Erik's steady gaze. "What is it, Charles?"

The others have shifted closer, worry furrowing deep lines in their young faces.

He sighs, feeling the full weight of his weariness deep in his bones. "We might be in trouble. That's General Whitlock in the car and with him is a man called William Stryker."

"Stryker?" Alex's voice is barely audible over the dull roar of the rain. "I know that name…"

"His mind wasn't very pretty, that's for certain." He can feel a headache starting to build and his leg is aching.

"Wait a minute…" Sean beckons them back toward the tree line and they huddle in a small circle, regarding each other with grim expressions. "Stryker was in Raven's report, remember? He's working with the CIA to track down mutants, he's attached to the same division Raven is."

He remembers now. Raven wearing Moira's face, having taken her place in the CIA—looking too serious, too old—and informing him on a new "consultant" hired by her division.

"This guy is serious bad news, guys. Be careful."

"…guy's crazy!" Alex brings him back to the present and he curls his fingers into a loose fist against his thigh. The wet cloth scrapes against his freezing skin and looking at his fellow mutants, he can feel their mounting despair.

Except Erik. Erik's mind is alight with the prospect of a challenge, buzzing almost excitedly. He's not sure which of the two is more worrying, but he addresses the one he is certain he can change.

"We've come too far to give up now," he tells Alex and Sean, fixing them both with a determined stare. "We need that information. Those plans and the registry could be vital to saving more lives. We have to go in."

Erik grips his shoulder again, pulling him up from his crouch. His leg pulses in protest, but he stamps down on the pain, keeping his face blank. Erik nods to the puzzled others. "I'd like a word with Charles. We'll be back in a minute."

Charles follows him to another small clearing a few feet away. Irritation is beginning to mount, because he knows what's coming—has been through this same song and dance too many times in the past. When Erik stops, he crosses his arms and regards his old friend with a dark frown.

"I can handle this," he says before Erik can speak.

Erik sighs, pointing to his left leg. "Your leg is paining you."

"I'll be fine." He keeps his voice even, free of cracks for Erik to expose.

Erik takes several steps closer, stopping right in front of him. "You're sure?"

His eyes are searching, but there's trust in them, too. The steady kind. The trust they've been slowly building ever since the beach, since Erik showed up on his doorstep in search of common ground. It's the trust that dampens his anger, lets it slide away into exasperated fondness.

"Yes. I'll be fine. We have to get that information, Erik. You said so yourself. You planned this raid, remember?"

Erik sighs again, but nods in assent. They've become masters of compromise. "Fine. But, Charles?"

"Yes?" He stops mid-turn, shifting to face his friend again.

"If you show any signs of slowing us down, I'm carrying you out of there myself."

Charles grimaces, rubbing idly at his wristwatch as he clearly remembers the last time Erik decided to rescue him from danger. He hadn't been able to use his hand for a week, and even though Erik had been terribly guilty about it, he knows the metal manipulator would do it again without batting an eye if he thought it was necessary.

"Fine. But if you insist on carrying me, then I insist on you doing it properly this time."

Erik's smile is soft—the one he reserves only for Charles, for these quiet moments when the war falls away and they can be just friends, just ErikandCharles—and his eyes are teasing. "Don't worry, Charles, I won't damage your dignity too badly."

Knowing that's as much of a promise as he's going to get, Charles straightens his jacket and sends a mental tap over to Sean and Alex, beckoning them to head for the clearing. They appear a minute later, carefully picking their way through the brush in an effort to maintain the eerie silence hovering in the woods.

"We're going in," Charles says without preamble. They have little time for pleasantries or sugar-coated explanations, these days. They have little time for anything.

They both look too young, too frightened, but Havok and Banshee nod without hesitation. They are soldiers of a sort now, and he never intended it to be this way, but in some things, Erik is right. Painfully right. And in others, wrong, as is he. That is the tragedy and the beauty of the common ground between them: it is built upon sacrifice—of dreams, of ideals, of plans, of beliefs.

He has sacrificed so much, but looking at the fire in Alex and Sean's eyes, the light in Erik's, he can't bring himself to regret it.

"Stick to the plan," Erik is saying. "We're not here to destroy the base. We get in, get the information, and leave immediately."

"I'll throw up the illusion as soon as we cross the tree line," he slides into the space Erik leaves behind with practiced ease. "Remember, the illusion will only hold up for a limited amount of time. We must move as quickly as possible."

"Where are the other two?" Sean interjects, looking worried. "They're five minutes late."

Charles frowns, realizing that Banshee is right. The other half of their group has failed to arrive. He throws his mind out like a net, and almost immediately picks up a bright flare to the north, followed by a flash of annoyance at his intrusion.

"Hurry up," he orders.

"We're coming," Wade's cheerful voice echoes back. "Don't get your panties in a twist."

Exasperated, he retreats. "They're almost here," he informs the rest of the group.

"They'd better be," Erik replies darkly. "We've lost enough time already."

It's true. They're frustratingly behind schedule. Not for the first time, he can feel the cold fingers of dread trail down his spine. They're all soaked and tired. Last week was a brutal race across the country to save a dangerous mutant from the even more dangerous hands of the government. They'd barely made it in time and even then, the terrified girl had almost killed them by bringing lightning straight down from the sky. They can't go on like this forever—constantly trying to keep the government from tagging mutants, raiding facilities to slow down the inevitable. They are exhausted—a small, ragtag band trying to hold back the ocean.

But they can't give up. That's the one truth he clings to with everything he has. They are making a difference. They are saving lives. If they stop now, it will all be over and the mutants will be rounded up, subjected to horrifying experiments, and then killed en masse.

Just like Erik predicted. Sometimes, he hates it when Erik is right.

"Hello, ladies," Wade's voice cuts through the silence of the clearing and the regen emerges from the trees, Remy close on his heels. "Did we miss the party?"

"Sorry we're late." Remy shoots a dark look at Wade. "This idiot got us lost."

Wade scoffs. "I believe that was you, card shark."

"Enough, both of you." Erik steps between them with a stern look before nodding at Charles, who takes a deep breath. He is the anchor of the group. It is imperative that he remains calm, no matter what, in spite of the sense of foreboding still clawing at his nerves.

"I was explaining that my illusion will only hold up for a limited amount of time. We have to be in and out of the base as quickly as possible. And it is imperative that you don't touch anyone. I can make people believe that they are touching something that is not there, but it's very difficult to trick their brains into believing that nothing is there if they bump into something solid. So, keep a wide distance and try not to disturb anything. If the illusion goes, we'll have to fight our way out, and that could result in unwanted casualties."

Wade snorts. "Unwanted for you maybe."

"We don't kill people, Wilson," Alex says sharply.

Charles catches Erik's eye, sees the quiet agreement there that always seems to triumph over the inner struggle. No killing: it's the biggest common space between them, one of the greatest sacrifices Erik made for their little "revolution." And that sacrifice probably saved his life, Charles is certain.

"Let's go," he says, breaking eye contact with Erik to pin the still-bickering Wade and Alex with a steely glare.

They both quiet immediately, slipping into professional mode. Now, there is no more time for jokes or arguing or uncertainties. They have a mission to complete.

Satisfied, Charles turns back to the tree line, once again slipping down into a crouch along the lip of the ridge. The rain is still beating down in an icy torrent, but he drowns it out, along with the mud and the combination of anxiety and determination humming through their little group. Now, there is just him and the images he is building in his head, the minds beneath him he is deceiving.

Two agonizing minutes and the illusion is firmly in place. Opening his eyes, fingers pressed tight against his temple, he sucks in a stuttering breath and whispers, "Go. You all know what to do."

The quiet command propels them forward, over the ridge. They descend the slope in a sprint, using the slick mud to boost their speed. He trails behind, stubbornly blotting out the vicious ache in his leg, the limp he's trying desperately to hide. He can feel Erik at his shoulder, a solid presence that he takes comfort in. They reach the field in a matter of seconds, and the swamp-soaked soil tugs at their boots. It isn't enough to hamper their progress and soon they're only a few feet from the guards.

Charles holds his breath as they slip past, tightening his concentration. The guards remain oblivious, staring out into the seemingly empty field as the mutants pass by mere centimeters from them. This is always the part that makes him afraid. It's like teetering on a knife edge, one step from the brink, and he's never quite grown accustomed to it.

Erik stops in front of the door, pressing his palms against the thick concrete. "Stand back," he orders.

Mindful of the oblivious guards, the group huddles in close. The door opens with a loud groan and Erik ushers them through with a whispered, "Hurry."

A long corridor stretches out before them, guarded by two men on either ends. Both stand silently, their gloved hands loosely gripping their weapons. They look bored, and Charles can only hope they stay that way.

"Fan out," he instructs as they walk briskly down the corridor. "Signal me when you've found it. Once you hear from me, everyone head for the rendezvous point. And don't touch anyone."

The door behind the guard opens with a wave of Erik's hand and they slip passed him in single file before silently fanning out into the maze of corridors surrounding them.

"I'm with you." Erik falls in step behind him as they round a corner.

Charles nods in quick assent, unwilling to divert any of his attention away from maintaining the illusion and monitoring his team. The corridor twists and bends, lit by ominously flickering lights. He can feel the men spread out through the base, going about their daily activities, and the team are bright points racing across his consciousness, darting from room to room as he follows the corridor through another turn.

The sight before him gives him pause and he feels the pain like an iron fist around his heart—both his own and Erik's. Several metal tables dot the open room before them and most are spotted with red. Mutants died here, he can feel it, and it cuts him like a knife.

This is the part that made him change his mind. He'll never forget the first base, reluctantly agreeing to Erik's harebrained scheme of trying to slow down the government by causing massive amounts of property damage. He remembers running through that first base, wreaking havoc without much organization, and finding a room just like this one. Just like this one, only there had been a cage with a mutant in it. A boy driven mostly insane by the monstrous experiments performed on him. A boy Charles could do nothing for except put him out of his misery by shutting down his tortured mind.

As he knelt in front of the boy's cage, feeling tears pouring down his cheek's as the other mutant's pain tore through his skull like a tempest, Erik was a silent shadow at his shoulder.

"Do you see?" He'd asked, and for the first time in his life, Charles wanted to use his power to kill someone.

"Yes," He'd whispered and that moment, that boy, had been his turning point. His ideals died in that room.

But he's still determined to be the better man. He won't become like these monsters, no matter how much sights like this make him want to.

"I hate this," Erik says, glaring at the tables and Charles can see them quivering, can feel Erik's anger like bitter metal in his mouth.

"Erik," he murmurs, knowing that these days it's all he needs to say.

The rest never needs to be spoken. They can feel it between them, echoing through the bond they've built alongside the trust.

I'm here. I understand. But we're not like them. Remember, we can never become like them.

Erik releases a shuddering breath, relaxing his fists. "I know. We don't have much time."

They keep running, breezing past the metal tables and the wicked instruments without another glance. He can feel his concentration beginning to fray. They really don't have much time.

They head around another bend in the corridor and press themselves against the wall to avoid a pair of harried scientists rushing down the hall—their lab coats flapping noisily behind them. Once the men have rounded the corner, they move again, making their way toward the center of the base. Unfortunately for them, such sensitive information will probably be hidden away in one of the commander's highly inaccessible offices.

The flares are moving more quickly as his team picks up their pace, frustration driving them forward. He throws out a general air of calm, warning them against becoming sloppy. Sloppy usually means fatalities.

"We should be close, if the plans Raven sent us are correct," Erik mutters over his shoulder, ducking under some low hanging pipes.

"They have been so far," Charles murmurs back.

One final corner brings them to the wide doors leading into the center of the base, where the command center and the offices of the elite are located. A lone guard fiddles with his weapon, whistling softly to himself as he lazily scans the hallway. The two mutants split up, hugging opposite walls as they sidle passed the guard.

Charles has almost made it by when the guard suddenly decides to throw his rifle over his shoulder. Charles darts back a quick step, flinching when the barrel of the gun knocks against his shoulder. He feels the shock of surprise in the guard's mind and latches on to the man with desperate strength, filling in the cracks of the illusion around him. After a heart-stopping moment, the guard shrugs to himself and carries on with his tune.

Charles heaves a sigh of relief, but it's fleeting. His concentration is dissolving and he can feel the cracks at the corners of the illusion beginning to widen. The exhaustion and pain in his leg are distracting and the task of holding on to such strong minds as Whitlock and Stryker isn't easy on a good day.

Today is definitely not a good day.

"Are you alright?" Erik asks from his position in front of the door.

Charles nods tightly, blocking out the worry in his voice, and the guilt. There is always so much guilt, no matter how many times Charles insists it wasn't his fault. The bullet that lodged in his leg, shattering bone and damaging nerves, causing the pain that still plagues him three years later—he hasn't ever blamed Erik. The pain of Erik's past maybe, the brutality of humanity that has driven them all to the very brink, but never Erik. On that beach, he hadn't needed his telepathy to see Erik's pain and guilt. In that moment, he'd known for certain that his friend wasn't completely gone, in spite of their differences.

In the midst of his agony, he'd looked at Erik and seen hope, in spite of it all.

He could never blame his friend for that.

The door shifts under Erik's powers, opening with far less noise than the others.

"We need to split up," he says, taking a few steps closer to his friend. He can see Erik start to protest, but holds up his free hand. "We don't have time, Erik. I can't keep this up much longer."

Erik nods reluctantly, a frown cutting across his features. "Fine. But remember, Charles, I'll carry you out of here if I have to."

Charles cobbles together a wan smile. "I remember, old friend. Don't worry, I won't stand between you and your chance to ruin my dignity."

"Be careful," Erik warns, seeing right through him, as always. Sometimes, he wonders if Erik isn't secretly a telepath.

"I will."

They cross the threshold into the center of the base, heading down opposite corridors at close to a sprint.

Behind them, unseen, a tiny light on the floor begins blinking red.

Voices draw Charles along the hallway, ducking past several men leaving their offices. He knows he should be searching for the information, but Whitlock's office should be on Erik's side of the command center and somehow, he suspects that's where they'll find the documents they need. So, that gives him a small window of time to do a little eavesdropping on Whitlock and Stryker.

He turns the final corner cautiously, keeping close to the wall to avoid any unexpected people crossing his path. At last, he can see Stryker and Whitlock conversing in hushed, but harried tones. Pushing his mind a step further, he delves deeper into their consciousnesses, reading their thoughts.

...alarm was triggered! We need to warn…

…at last, I have them exactly where I want them, now I just have to…

He reels back in shock. Alarm? They'd triggered an alarm? Raven hadn't warned them about any alarm…

Stryker and Whitlock start to move, barking orders to the men around them. "The alarm's been triggered. The mutants are here. Get ready, men!"

"Spread out and look for them. Be sure to capture them alive!"

"I have it, Charles!" Erik. Good. Good.

"Get out of here, everyone! Run! They know we're here!"

Surprise from the various members of his team crash into him, but he feels them respond. They'd prepared for situations such as this. They are all running for the exits, except …

"I'm not leaving you, Charles."

"Just run, Erik! Get the information to safety."

"We can't let you be captured! You're the most important part of this organization!"

"RUN, Erik! NOW!" He gives Erik a mental shove and finally his friend starts to move, dodging the search teams spreading out through the base.

Charles takes a deep breath and steps away from the wall, clinging to the last fragments of his illusion as the chaos spreads. Just a few more seconds…

Sean is clear.

He has to hold on…

Alex and Remy are free.

Just a few…

Wade runs along the rooftop before jumping clear, landing safely in the muddy field.

Come on, come on, come on…

Erik bumps into a solider, but knocks out the man before he can raise an alarm. The door beckons him at the end of the corridor and he sprints for it, ignoring the pain at leaving his friend behind.

Come on, come on. Just …

Erik bursts free into the rain and Charles breathes a sigh of exhausted relief, letting go of the illusion.

It cracks and shatters around him as he slides down against the wall, trying to blend in as best he can. Now that his focus isn't spread so thin, he might be able to get out. A guard tears around the corner and screeches to a halt, gaping at him. So much for blending in, then. With a sharp sigh, Charles lunges forward, presses his fingers against the man's temple.

"Go to sleep."

The man crumples to the floor, and Charles pulls him into a small side corridor, tucking him behind a large pipe rising up from the floor. He can feel the panic thrumming through the base. The soldiers are afraid and trigger happy—brainwashed into thinking that mutants are something to be feared. They'll shoot first and ask questions later, he's certain, which isn't going to make escape easy.

Steeling himself, he steps back into the main corridor and runs right into a group of men heading toward the exits. They raise their weapons immediately, but Charles uses the same command and they fall to the floor in a tangle of limbs and guns. His leg is screaming at him, but he still tries to run, knowing he won't be able to keep this up forever.

Rounding another corner, he freezes when he feels Stryker's mind, frighteningly close. The man is like the eye of a storm, calm in the midst of all the chaos swirling around him. Stryker is be avoided, at all costs.

He slows to a walk and ducks behind some more water pipes as another group of soldiers rushes past. His mind is exhausted and his leg shoots pain through his nerves with every step. He knows he's limping, at the end of his rope, but he can't give up now. He can't give a man like Stryker the satisfaction.

Two more turns, three more men put to sleep, and the exit is in sight. He starts for it, feeling hope start to swell in his chest. Maybe, just maybe, he'll actually walk out of here.

Danger flares and his fatigued mind picks up the trail end of a thought.

Found you, freak.

It's the only warning he gets before tranquilizer darts embed themselves deep into his neck. He gasps in pain and sinks to his knees. Black spots swirl in front of his vision, and he can feel his mind slipping away into darkness. As his cheek hits the floor, the last thing he sees is a pair of boots stop right next to his head.

The gun fires again with a quiet hiss and there's more pain, in his back. Choking on another heaving gasp, he surrenders to the darkness with a final thought hurled across space to the brightest spot in his mind.

"I'm sorry, Erik. I've failed."

This story was going to be in two parts, but Erik is being pushy so I might expand it around four or five. Next part should be up soon.