A/n: I am terribly sorry for starting yet another fic, but after watch X-Men: First Class, I simply had to! I couldn't leave one of the greatest friendships ever shown to… to the ending of Xmen. So, here this is. Occurs during X3: The Last Stand. But no Jean/Dark Phoenix, 'cause that doesn't fit in with my plot. She died at Alkali lake, and that's that.

I: Strains of a Broken Melody

Charles' mind was racing. He couldn't believe what he was seeing.

He felt his heart clench, expand and contract, as Erik smiled triumphantly with his hands held high in the air. He looked like a king; a dark emperor who was about to show off the consequences for disobedience and betrayal. The metal encrusted bombs glittered in the sky overhead as Erik held them aloft with his power, a twisted expression of glee on his face.

The past few hours had been tense and frightening, but this… this was on a whole other scale. Erik's mind was inaccessible to Charles now; had been inaccessible since he took the damnable helmet off Shaw's head. The assured confidence that Charles had become used to feeling from Erik in the back of his mind was gone now, replaced by a cold, cruel smile which Charles couldn't read. He had never noticed how much he depended on his powers until it was abruptly taken from him; he hadn't realized how much he failed at reading Erik's expressions.

Charles had always lived with brushing the surface of people's thoughts and so he had never taken the time to learn how to read another's face. He couldn't read his friend's face now, as closed off as it was. He hesitated to guess, wondering for a brief moment if he would say the wrong thing and his answer wouldn't be the one for Erik's question at all, but then he pushed away his doubts and forged on. Nobody else could do anything, and it would be Charles who would have to make the first move.

"Erik, you've said it yourself," Charles heard himself say, his voice low and urgent, his sky blue eyes still fixated on the missiles. He threw haphazard glances at his companion's face, but saw nothing there that he could discern. He felt his voice rise, turning into a crescendo. "We're the better men. This is the time to prove it. There are thousands of men on those ships… They're only following orders!"

Even as he spoke the words, Charles realized the truth of them. The time he had spent in Erik's mind, the moments they had spent together trying to teach the students… Erik had been supremely patient, almost fatherly in the way he guided them. For someone who preached that he had no feelings, Erik showed surprisingly much.

He was better than this, of that Charles knew. If Erik went through with the bombings of the navy ships, not only would he destroy the hundreds of lives, he would also destroy himself. Charles could not stand to see that.

Charles had to stop Erik; not only for those men, but for Erik himself.

There was a slight pause, and it was just then that Charles belatedly came to understand that he had said exactly the wrong thing. Inwardly he cursed himself; he had read Erik's mind and knew about his past, but the pounding headache borne from holding Shaw as Erik ripped through his brain mixed with the shock of the missile attack had left Charles feeling less than his usual best.

"I've been at the mercy of men just following orders," Erik murmured, turning his head to look at Charles. It was almost a lazy gesture, full of assurance and with predator-like confidence. Erik's eyes were hard, like shards of brittle jade. "Never again."

And with that, Erik threw out his arms, and the missiles flew with him.

Charles felt his heart drop.

"Erik, release them!" He shouted, not knowing what else to do but to say that name with as much warning as he could. He hated forcing things, and he hoped, desperately hoped that saying the name would make his friend realize what a terrible mistake he was making. Erik had pulled through when they were dealing with Emma Frost, he would do so again.

The missiles were getting close to the navy ships, and Charles was losing time. He wanted to trust that Erik's better nature would come to light, he so desperately needed it…

Charles kept his eyes on Erik, waiting for the inevitable splash as the missiles fell back into the water, and Erik would turn back to them with that cocky smile that seemed to say 'did you really not trust me to pull through at the last moment'? But the splash never came. The missiles kept their course.

He could not wait any longer.

With a scream of anguish, Charles raced towards Erik. He screamed for Erik to stop, he screamed because he knew that in that moment something had been broken that could quite possibly never be replaced. He screamed because Erik had chosen the path of darkness despite the light Charles had offered him, and most of all he screamed because in the end, Charles himself was choosing not to trust Erik to do the right thing.

Charles ploughed straight into Erik, hardly seeing his friend's expression of surprise as he sent the both of them to the ground.

Noises of confusion came from the teenagers on the beach, but Charles was also able to see the missiles falter slightly. At the edges of his telepathy he felt shock radiate from his students as they were sent flying by their one time friend, pushed back when they tried to help Charles. He didn't have much time to dwell on it however, because suddenly his weight shifted, and now it was Erik on top of himself instead Charles pinning the dark haired man to the ground. They tumbled for a few moments more, with Charles grappling to rip that blasted helmet off. Until finally, Erik had enough.

On the face of it, the outcome really should have been obvious. Charles was a Harvard student who had never gotten into a serious fight in his life, preferring instead to use his words and if the situation called for it, his mutation. Erik on the other hand, had killed, and he had killed many.

Charles lay on the ground, dazed. Erik had only required three punches to take him down, and now the dark haired man was standing, a snarl on his face. There was no doubt in Charles' mind what was going to happen next. With Charles down, nobody else would dare stand up to the dangerous man, and those thousands of lives aboard the navy ships would be obliterated.

The blue eyed mutant gritted his teeth; no! He could not let that happen! He struggled to get up, but as soon as his skull lifted about an inch above the ground he felt his head spin. Spots of blackness blinked at the edges of his vision, and Charles had to suddenly fall back down again. The physical fighting had made him out to be the loser, and Charles knew realistically that he could not hope to bring Erik down bodily. But at the same time… at the same time, he couldn't just give up! All those people were depending on him!

If… if Charles could not defeat Erik physically, then that meant that he had to defeat Erik mentally. Charles took a deep breath, and stared up at the helmet. It had managed to block all his attempts thus far, but Charles was a powerful mutant, wasn't he? He had told Erik to push his limits, so why couldn't he apply it to himself? If Charles hadn't managed to penetrate that hunk of metal before, it was because he hadn't tried hard enough. And now of all times, Charles needed to try.

Blue eyes narrowed, giving Charles a squinty look as he concentrated solely on Erik's head. The ever present surface thoughts of all those within a certain radius of Charles died down until it was nothing more than a small white buzz. Still, Charles heard nothing.

Stop it, Erik, he projected, hating the ways Erik's green eyes glittered with maliciousness as the missiles flew towards the navy. Erik's eyes were meant to light up with laughter as he healed, not sparkle with insanity as he dropped further and further down along his chosen path.

Stop it, Erik, he called out again, focusing more and more of his mind into the telepathic message. He felt the world slip away from him as his mind centered in on his inner being. His fingers lost the feel of the sandy pebbles beneath him, his ears lost the deafening noises of heavy objects flying too fast through the air. All he could see in front of him was Erik; Erik's mind and that ugly helmet that blocked Charles out. He pushed more and more of himself into his telepathy, until it almost felt like he had nothing of himself left.

Stop it now, ERIK!

And then, just like that, the dam broke. There was static, a sharp pain, and a flash of white light. Jumbled thoughts rammed into Charles' mind, taking no heed or warning for their intrusion. Charles screamed. It wasn't just Erik's gentle mind, but the minds of millions upon millions upon millions, like when he had first touched Cerebro except without the safety processions. It hurt oh so much and he wasn't sure if he had ever experienced something like this before and it just hurt hurt hurt hurt hurt—

In the background, he thought he heard Erik scream too, but he couldn't be too sure. He was in too much pain to notice much. His senses came back to him in an instant, but all it did was add to the pain. Charles felt himself writhing on the floor, screaming until he was sure that his throat didn't work anymore and his ears were bleeding. He had read somewhere that things like that happened when one was in too much pain and he—

And, as abruptly as it had started, it stopped.

Charles let out a deep, shaky breath, his muscles relaxing under him. His eyes fluttered open (even though he didn't realize he had closed them), taking in the beautiful blue sky and lazy seagulls overhead. He realized that he was still lying down, and he took the moment to correct that.

Charles pushed himself to a sitting position, his head no longer bothering him. He glanced over at Erik, who was also eagle-sprawled on the sandy beaches of Cuba, face first into the dirt. The man with the sun kissed hair was groaning slightly as he shifted, his elbows and knees cracking as he struggled to get up. There was a puddle of something grey beside his head, and it was only then that Charles realized that Erik was no longer wearing the helmet.

The puddle took on a whole new meaning.

Blue eyes widened as Charles looked upon the melted piece of metal; had he done that?

"Ugh, my head," Erik said with a grimace, managing to push himself up to a kneeling position. He took a breath, and it was just then that he also seemed to notice the melted puddle where his head had just been. Erik just stared at it disbelievingly for a minute, before he let out a sigh and ran a hand through his hair, grimacing slightly as his fingers came away with gritty globs of metal. He glared very weakly at his companion, "Charles, what did you do?"

Charles winced as well, Erik's surprising show of weakness reminding him of his aches and bruises too. He rubbed his arms, feeling goosebumps rise despite the warm, wafting air of the beach, "I'm not sure, my friend."

And for once, he was not sure. His telepathy was going a little haywire, because it was telling him—

And then, Charles froze.

"No," he breathed out, "Impossible."

Wide, disbelieving eyes took the first time to glance around, to focus on something other than Erik. They were not alone as Charles had first thought, and it was not his students that surrounded them. Around the beach were dozens of tourists in swimsuits, their white skin gleaming softly in the afternoon sun. Sun hats and beach umbrellas littered the floors, as did haphazardly built sandcastles and starfish collections. They were all staring wide-eyed at the duo, their expressions slacken with surprise.

Erik tensed as he seemed not notice them too.

Charles caught a glimpse of Erik's thoughts.

How could I—not noticing could have gotten us—after so long on the run I—

"Do not blame yourself, my friend," Charles said softly, "I think that whatever brought us here might have momentarily disoriented us so badly that even the most trained of people could not have immediately noticed their surroundings."

Even as he said those words, his own mind was racing at a hundred miles a minute. Why were there tourists all around? Where were Raven and the others? Surely they couldn't have been left behind, but even then, that didn't make sense. How had so many people suddenly appeared in such an isolated place, and where in the world was Shaw's submarine?

"Mama, mama," one girl was saying, tugging at the edge of her mother's shirt. She pointed to the two of them, "Are they angels? They poofed here, and they're so pretty!"

The people began to stir, and it was then that Charles knew he had to act.

"They have cameras, Erik," Charles murmured, his right hand rising to his temple. He would think about the situation later, when they were safer. "Would you care to get rid of them?"

Something akin to Erik's old grin spread across his face, "Consider it done."

There were a few screams of fright as explosions popped out all across the area, but Erik had more control now, and Charles was sure nobody was hurt. Before anyone could do anything, they were all frozen, their motion stolen from them by the powerful telepath. Charles noted with an inward chuckle one particular man unlucky enough to be caught in a gruesome pose that made him look rather like a monkey. His thoughts were equally as animalistic, if the constant thoughts of hotdogs and pizza were anything to go by. It seemed that for some people, evolution just didn't come.

"You are getting better at this," Erik complimented, crossing his arms with a smile.

They shared a momentary grin at the easy comradeship, before each realized what it was that had gotten them here in the first place.

Charles felt the smile slip from his face despite himself, "Erik, back at the beach… the beach with Raven, Hank, and all the rest. What was that?"

Erik's jaw worked, his facial muscles spasming. For the first time, the look he gave Charles was dark, "Considering that you melted off my helmet, you should be able to read my intentions out of my mind, yes?"

Charles' eyes narrowed to match Erik's, "You mean, Shaw's helmet. And yes, I could read your mind, but I won't, since I'm your friend."

The unspoken words rang heavily into the air. The silent accusation that Erik didn't have to put on Shaw's helmet during…

Erik seemed to understand, because he suddenly backed down, looking away, "Look Charles, it wasn't that I didn't trust you, but could you honestly tell me that if I didn't have the helmet on, you wouldn't have forcibly stopped me from killing Shaw and later on, those humans?"

"They're not only 'those humans'," Charles admonished, but stopped to think about it all the same. His lips spread out into a thin line as he thought over the question himself, and when he spoke again, there was a note of shame in his voice, "No… you're right, I don't know what I would have done if you didn't have that blasted helmet on. But Erik, was it really so important that you had to make sure I couldn't interfere?"

Erik clenched his fists, his knuckles whitening. His voice was low, urgent, "Charles, you heard their thoughts. We helped them, and they were still planning to kill us! It isn't the perfect little world you seem to think it is—the humans will always be afraid of what is different, and they will soon seek to exterminate us!"

"Erik," Charles replied sharply, "That's not—"

And suddenly, he paused. Erik gave him an odd glance, but Charles simply shook his head. He put two fingers to his temple, and instantly Erik went silent. His friend knew him well enough to know when Charles needed to concentrate, even if they were in the middle of a heated argument. Erik remained silent, but Charles caught the questioning look.

Finally, the blue eyed Harvard graduate took a deep, shuddering breath, his hand falling away from his forehead. "People are coming to investigate. I'm afraid our little appearance act has made it onto the news. I'm not sure if I can hold all of them. Erik, we need to leave." And then, he gave a pointed look to the green eyed man, "But believe me, this conversation isn't over."

"I never planned on it being over," Erik countered, his green eyes gleaming as he made to stand. The Holocaust survivor brushed off his pants, allowing the stray bits of sand to fall back to the ground. And then, he held out a hand to Charles.

Charles took the hand, allowing his friend to pull him up. Together, they walked on, away from the frozen scene on the beach. When they were far enough, Charles would release them, and wipe their minds of the incident. Although he couldn't hide the fact that they had essentially appeared out of nowhere, the media didn't yet know that Charles could freeze people, and Charles didn't ever want them to know.

Which brought him to another point. Where the heck were the others? Why were there a bunch of tourists at the site of their battlefield? He needed to find Raven and the others, fast. He had become used to things going terribly wrong in the past few weeks, which was the only reason he wasn't freaking out right now. Charles rubbed his temples, a little overwhelmed by the immensity of the task set before him. Out of the corner of his eye he spotted Erik giving him a concerned look, and he had to smile back weakly to reassure the man. Erik nodded, not really looking convinced, but he himself looking too tired to press the issue. No doubt he trusted Charles at least somewhat to look after himself.

Now there was yet another problem.

Charles knew what Erik thought. Erik for some reason believed that he could maybe convince Charles to his cause. No… no that wasn't true. Erik didn't believe that at all. But he hoped. Oh, how he hoped.

And it was that hope that gave Charles hope. If Erik still wished for friends, then that meant that he couldn't be too far gone, right? Knowing that, Charles resolutely ignored the little voice in the back of his head telling him that Erik had given up on friendship the moment he had killed Shaw despite knowing that Charles was there. He ignored the fact that Erik hadn't trusted him in the end, because he had decided to keep the helmet. He ignored the knowledge that essentially, Erik had chosen his own goals before him, with no room for compromise.

Most of all, he ignored the voice in the back of his head telling him that the perfect friendship was already gone, and Charles was only trying to piece together the broken strains.

A/n: Warning- this particular fic will not be updated regularly, mainly 'cause I feel like I failed at Charles' characterization and because I wrote the first chapter to get rid of my First Class obsession, so I never really planned this whole thing out. However, I know how annoying it is to wait for updates that don't seem to be coming any time soon. Don't want to beg for reviews, but I'll tell you up front that I do tend to get some inspiration from reading them. Or even better, go write a fanfic about First Class! Fanfics inspire me even more *hint, hint, nudge, nudge*