X-Men First Class: When Shaw and Azazel free Emma Frost instead of letting her rot in CIA custody, when Frost comes after Charles, events take a different turn. And their world will never be the same again. Can be read as deep friendship or pre-slash.

A/N: I don't even know how this happened. One moment I was trying to write more "Stages of Hope", the next moment a complete X-Men First Class story popped into my head. It will be five chapters long and updated weekly. Most of it is written already, so you won't have to wait very long.

For the purposes of this story, I've tweaked the events of the film a bit. This begins after Erik has managed to move the satellite dish, but instead of following that right up with the President's address, the inhabitants of the Mansion go and have lunch first.

(Did you notice that nobody ever eats in that movie? It's not healthy.)

The story is rated T for not graphic mentioning of violence, non-con and child abuse. If you have questions about this warning, feel free to pm me or put them in a review!

Disclaimer for the whole story: None of this belongs to me. I make no profit from it.

This is dedicated to m'colleague MsLanna, who has been my fellow-explorer of this new fandom, my muse, and my best friend for more years than we both care to admit. We're sisters, you and I. Regardless.

Chapter 1

If Erik has learned one thing in his life, it is that you should never trust the peace to last. And yet it is this single most important lesson he forgets first, surrounded by the comforts of Charles' house, the returned memory of his mother's touch still fresh in his mind.

So the attack comes out of nowhere and finds him wholly unprepared.

One moment, Charles is chuckling over something Sean has just said, his teacup cradled elegantly in his long, uncalloused fingers, his face a study of unbridled amusement. He is a warm, steady presence at the table, binding them together with his faith and enthusiasm as he always does, so very alive. The next moment, his eyes close, his hands go slack and his teacup shatters on the floor.

"Oh dear," he murmurs, the dread in his voice so different from Charles' usual confidence, so utterly unexpected, that everyone at the table notices. "Raven? My shields are gone…"

And then the professor throws his head back, and topples from his chair, and screams and screams and screams.


"Everyone's training but you," Erik tells Charles reproachfully one day during dinner, after approximately twelve hours of honing his focus, not killing teenagers, and listening to Charles' patronizing drivel about having complete faith in them.

He's glad that he won't have to go against Shaw alone. He's enjoying this long phase of what he can only term 'down time' for lack of a better word. He might even be willing to admit (to himself) that no longer being alone, the only one, sends a thrill of joy through him now and again.

But Charles Xavier? This naïve, wildly self confident, disconcertingly young professor with the attention span of a six-year-old and the pompousness of an old man? Really sets his teeth on edge sometimes. Like now.

He can't understand where Charles takes it from, this unshakeable belief that he can help, can change, can make everything better. He looks at them with the confidence of a jeweller, who knows that the different parts of them will become perfectly whole once linked on a single chain, simply because he's seen it before.

That infuriates Erik. Because no one has seen anything like him before. It's never that easy.

Raven hears his words, takes a good look at him, and bursts out laughing. It is insulting and bewildering, as if he's the butt of a joke he doesn't even get, and it becomes more so when he catches sight of Charles' smile, soft, secretive, and entirely patronizing.

"It's true," Erik says, angry with himself for being hurt. "We all use our powers constantly, testing the limits of what we can do. But you just stand around, give rousing speeches and show off a bit now and then."

What he doesn't say is this: I've seen you do things, Charles, that I never dreamed possible. Finding mutants over the distance of continents, cloaking our presence completely, taking over other minds and bodies and senses, and yet here you are, limiting yourself to cheap parlor tricks.

What he doesn't even allow himself to think is this: Perhaps you've just never needed your powers enough, rich and pampered as you've always been.

Charles' eyes, very blue and irritatingly unreadable, give no clue whether the telepath has caught any of that. But his smile deepens.

"I'm glad you think so, my friend," he just says quietly, rises and leaves the room. Raven is still chuckling.

"What is that supposed to mean?" Erik asks, and if his voice is a bit too sharp and his teeth show a bit too much, if his stance is too menacing, he doesn't care. He will not be made fun of.

Raven swallows her amusement very quickly, and her hands are not quite steady as she grasps her cutlery.

You look like a shark, one of his contacts once told him. And I'm never quite sure when you'll bite.

"It means that he's relieved you don't know better yet," Raven says, more soberly. "Living in this house with him for almost a week, and you still thinking he's barely using his power – that means he's training harder than any of us."

She refuses to answer any more questions after that.

Charles is screaming his head off, and Raven is rushing towards them, and Moira has drawn her gun, and Erik is on his feet searching for the source of the attack, but he can't find anything, nothing at all, and Sean, Alex and Hank are still frozen to their chairs in shock, and then Raven kneels at Charles' side, hands ghosting over his face, not quite touching him, and then she screams, too.

"Calm down, everybody," she shouts, her voice unusually high-pitched and slightly desperate. "Calm down, now! You're hurting him!"

Erik wants to shout back that she has clearly lost her mind and that they must find the intruder, now, but then something changes in the air, and although Charles' mouth is still screaming, he is also talking, in their heads, in the room, everywhere, and his voice is like thunder, filling their ears, his words are lightning striking their brains with no place to hide from it.

Knock me out, Raven. I can't… you have to knock me out NOW.

And Raven does, and Charles' twisted face abruptly slackens, and the world falls terribly, unnaturally quiet.


"You're angry with me," Charles remarks calmly as he walks over to Erik and rests his hands on the balustrade of the terrace.

The gardens are beautiful in the evening sun; they are always beautiful, but tonight their serenity seems to mock Erik.

Comfort is always deceit. Safety is always a lie, and it hasn't taken more than the scratchy sound of a gramophone in the background and the promise of chocolate to stop Erik from trusting beauty and joy, ever again.

He's almost forgotten over the past week.


The question's simplicity surprises him, adding to and echoing his thoughts, and for a moment Erik wonders whether Charles is reading his mind again. Erik has to work to understand the people around him. But for Charles, every conversation is small talk in comparison to what he knows about you with a simple thought, and that makes Erik even angrier.

Why is everything always so easy for Charles, when other people have to constantly fight for mere survival?

"Why do you think?" He grinds out, and can see Charles' face fall in answer. How can a mind reader have such a face, expressive like an open book?

"I apologize, Erik," Charles says after a long moment. "I confess that I assumed you knew more about my power than you actually do. Sometimes, it's difficult to distinguish between other people's knowledge and my own."

The apology – so easy, again – leaves a bitter taste in Erik's mouth. Charles gives so willingly, so freely of what is his that everyone must be a miser in comparison.

"Then explain it to me. Your amusement," he demands and sees Charles hesitate. "Or do you insist on being the all-knowing mystery of this group, my friend?"

The reminder is a harsh one (friends are equals, Charles, not acolytes), and Charles' face falls even more. But if Erik wasn't defeated by cruelty, he certainly won't be conquered by sensitivity.

Still, Charles hesitates.

"I'm different," he then, finally says, and Erik snorts with bitter amusement.

That sentence is so Charles, understatement and arrogance wrapped in disarming honesty.

His friend understands his reaction immediately, the corners of his eyes crinkling in shared amusement, and that, too, is Charles, this willingness to take the other's point of view, always ready to laugh about himself.

"What I mean," Charles tries again, lips twitching. "Is that reaching out with my powers, stretching my limits isn't a challenge for me. I've done that far longer than I care to remember."

Shadows pass across his face for a heartbeat, but he continues, not acknowledging them.

"For me, the real challenge is to limit myself, and I've been rather hard at work on that."

Erik suddenly remembers his own question, asked as a challenge (What do you know about me?) and Charles' answer, quiet, confident, leaving no doubt (Everything).

He remembers that crawling fear of having someone else in his head, that instinct to shy away, to lash out, to stop this invasion, and he realizes that in the weeks since then, he's quite forgotten what being a telepath really means. Has forgotten Charles' powers despite the constant reminders that are given.

He realizes that everyone living in this house is interacting comfortably with someone who's inside their heads, all the time, knows their every secret, and for one moment he glimpses the effort Charles must put into this, this perfect persona of a harmless college professor that no one would ever mistrust. He marvels at Charles' true power.

Erik thinks he has understood. But he has no idea, no idea at all.

Each of them reacts differently to the sudden absence of Charles' screams, mental and physical.

Sean and Alex sink back on their chairs, still in shock, and it has been only minutes since all was peace and harmony, after all. Moira is securing the room, the gun in her hand humming in Erik's mind. Hank rushes over to Raven, who is sitting on the floor, face grim, Charles' head in her lap.

But Erik, instincts honed by years of running and hiding, hunting and fleeing, Erik is off, out through the dining room's French windows, on the terrace, over the balustrade, towards the front gate where he feels the presence of a metal vehicle, a car or van.

He reaches the gate only to see it speeding away, and the knowledge that any other person on this planet would probably be helpless right now fills him with grim satisfaction.

He isn't helpless.

He raises his hand.

The car comes to a screeching halt. The wheels lose contact with the road. The metal comes rushing towards him through the air, like an obedient dog, and although his friend is lying on the kitchen floor right now, unconscious, he can still feel his voice whispering through his mind – between rage and serenity.

It is easy to control the car, so incredibly easy that Erik wants to laugh, but that lasts only until the car's driver comes into view, and then his teeth are bared in a snarl, not laughter.

Emma Frost is unconscious, bleeding from a small head wound, but still stunningly beautiful. Her presence lends a horrible explanation to the events, and Erik just hopes that he's wrong.

But Emma is an expert on shielding and blocking with her damned diamond form. He remembers the overwhelming chaos of memories she threw at him during their first confrontation, the way not even Charles could get into her head when she was in defense mode, and once again he hears the sudden dread in Charles' voice.

Raven? My shields are gone…

If Frost did what Erik suspects her of doing, he will make sure that she won't survive the day.

Right after she's undone it.


"How are you doing, Charles?" Raven asks later that same evening. "Truly, I mean."

She and Charles are standing outside the study Erik is currently occupying, both with their backs to him, both seemingly deep in thought, and although Erik is quite sure that Charles knows he's here and able to overhear every word, Erik is also aware that he should probably leave.

But Erik's curious. For once he's not after information he needs for his hunt, not searching for proof of past crimes and horror in its most painful detail, but simply curious.

That's a new feeling for him, so he can't help but indulge. And surely Charles would end this conversation if he minded.

"I'm fine," Charles now says lightly, and Erik can see his shoulders rolling, up and down, the comfortable shrug of a relaxed man.

"Oh, really." There's some undertone in Raven's voice that Erik can't place, but from the stiffening in Charles shoulders, the other man certainly can.

"Really," he answers a bit sharper now, though still calm. "Drop it, Raven."

"I can't, Charles," she disagrees hotly. "This is the first time in years you've been among so many people continuously. It must have an effect, and if you won't talk to me…"

Charles scoffs. His voice is all amusement and soft reprimand, but Erik's good at reading body language, and Charles' very bad at hiding it.

"That's hardly true," Charles says. "Oxford is a city, after all, and this is an isolated mansion. You can't compare…"

"Oxford, yes, where people have organized minds concentrated on research, and where you spent every weekend in your cottage in the middle of nothing to 'study in peace'…"

Raven's fingers mimic inverted commas, her voice agitated.

"Oxford, a place where normal people live, where they sleep without nightmares. This, however…" the angry sweep of her hand encompasses the mansion, the mutants living in it, and a whole world of things Erik doesn't know about. "This has left you no time to breathe, has it? Weeks in close company, only interrupted by that field trip around the most populated areas, and all that with a bunch of traumatized mutants who probably broadcast so loudly you have to…"

"Enough, Raven," hisses Charles, very cold and very forbidding, and all of a sudden he looks dangerous, more dangerous than Erik had ever thought possible. It's disconcerting, but also strangely exhilarating.

Raven has flinched away from her brother, startled by the sudden outbreak, and without seeing it, Erik knows that Charles' face will soften now, assuming that self-deprecating expression that will scream 'harmless' to all and sundry.

Charles' shoulders sag.

"Please. Don't spoilt this for me," he says, like he did before Cerebro was first activated, and somehow Erik knows he isn't only talking to Raven.

Erik takes Frost through the garden and up to the terrace, car and all. He ignores the awe he can read in Sean's and Alex's faces, ignores that this would have been a feat taxing him to his limits mere days ago.

What he doesn't ignore is the unconscious body of his friend, surprisingly small and very pale. The sight makes the balance between rage and serenity slip dangerously to one side.

"She did this," he says shortly, harshly. "I'll wake her up and make her talk."

His eyes dart past the three boys and Moira to rest on Raven, whose hands are helplessly petting her brother's hair. He waits for her nod, then silently twists one of his hands.

Emma Frost wakes up screaming in pain, bruised by the metal that is tightening around her. Erik does not care. He's given in to pity before, a kindness that has led to this.

Never again.

But he lets Raven do the talking. She knows more about telepaths than he does, and from the utter rage he sees in her he doubts that she will be too soft on Frost.

He's right.

"What the hell did you do to him?" Raven demands and doesn't need to voice a threat, so burning are her eyes.

To give her credit, Frost plays it cool. She just shrugs, and if the tightly encasing metal around her left the space would probably examine her fingernails nonchalantly. She looks the type for that.

But Erik isn't the type for patience. His fingers twitch, the metal squeezes, and suddenly Frost is talking, talking very fast indeed.

"I shattered his shields," she explains, and despite the pain she must be in she still manages to sound petty and vindictive. "It's a special talent of mine, although I never used it on anyone as delicious as your brother. Normal humans go mad if that happens to them, but for him it's even worse."

There's something twisted in her face, something incredibly ugly about her cool beauty, and Erik understands that Shaw has succeeded with her where he failed with him.

Emma Frost is broken forever.

"What do you mean," Raven hisses, and Frost seems willing to talk now, seems even glad to brag of her achievement.

"As a telepath, he's more aware of his mental defenses than you boring idiots. Normally, he could just bring his shields back up, but I made sure there's nothing left of them to put together again – he'll have to build completely new ones, all the while dealing with the input from all of you and everyone in his reach, and, honey, as powerful as he is?"

Frost cocks her head, and while she's visibly proud of doing this to the much stronger Charles, there's also something else in her eyes – regret?

"He doesn't stand a chance to stay sane long enough to manage that. I wouldn't, and my reach isn't half of his. You can kiss your genius brother goodbye right now."


"How can you do this?" Erik demands late in the evening as the two of them are engaging in their customary game of chess.

It's been another day of training during which Erik has pushed himself harder and learned more about his powers and himself than he has since Schmidt. But this time it's another side of him the training's bringing forward, and when he looked at Charles earlier that day, their eyes meeting over the space where Sean has just stood, Sean, who is now flying, flying, it was with the realization that he'd been using his powers all day, and pain hadn't come into it.

It's a typical Charles lesson, and for one moment, Erik feels cheated out of his beliefs. Things aren't that easy. They are always painful, and Charles had better understand that fast.

Erik is aware that he's unreasonably angry when all he should feel is pride over his achievement. But it's always been this way for him, and sometimes he wonders if there will ever be anything in his life not tainted by Shaw.

"Do what, exactly, my friend?" Charles asks mildly and moves a bishop.

"Be so naïve," Erik hisses, enraged by how Charles refuses to match his tone, to step into the confrontation like everybody else would. He should be taking Erik seriously, not cater to his whims as if he was a misbehaving child, and, by God, Erik will make him listen.

This rage has often led him to extremes, made him go where he hadn't meant to go, and it does so, now.

"I realize that you never had to want for anything in your life, Charles, that you probably don't even know what people can do to each other, sheltered as you've been, but despite your privileged background you are a brilliant man, and you must realize…"

The expression on Charles' face stops him in midsentence. He has expected Charles to be hurt by this attack, be arrogant about it or deflect it.

What he hasn't expected is the open amusement his friend shows. Charles is chuckling, his glass of whisky cradled in one hand, the very picture of a spoiled upper class man, and yet there's sadness in the lines around his mouth, some kind of resigned bitterness.

"Oh, my friend," he says, softly, quietly. "What do you think I meant when I told you that I felt your agony?"

Erik's brain stutters to a halt.


"Stop talking in riddles, Charles," he says roughly, because Charles can't have meant what Erik heard, can't be saying that… "What are you on about?"

Charles sighs and shakes his head, as if he really, really doesn't want to talk about this, but they're well beyond the point of no return now, and Erik won't let it go. All those mysterious hints about what being a telepath entails, and now this. He can't let it go.

Charles seems to realize this, although he doesn't look happy about it.

"Feeling pain is not a metaphor for me, Erik," he therefore says slowly. "I know what Shaw did to you, just as I can tell you how many times Alex was beaten by his foster parents or how it felt when Raven was so hungry she had to steal. I won't tell you, because I haven't the right to divulge other people's secrets, but I could. In great detail."

Erik feels as if he can't breathe deeply enough to fill his lungs.

"You mean… you experience all that?"

Charles is still smiling as he nods. It is a tired smile.

"But then," Erik says, and he will be calm about this, he will. "Then my presence, all our presences, must be a burden to you. I'm causing you the same pain Shaw caused me, and I won't…"

"Dear God, no," Charles hastens to answer, looking a bit shocked. Is he in Erik's head again? Or is Erik too rattled to keep up his smooth, unreadable front? "That can't be compared at all, Erik! I experience it only for a short, concentrated moment, of course, and I'm very aware that the suffering will be over in a minute, so it is easy for me to put the emotional distress in perspective. I am also experienced in handling this sort of thing, and that makes a huge difference, too, I believe…"

Erik is very aware of all the things Charles isn't saying, like The pain is not as bad as it was in real life, or Memories are muted, or The feeling is different.

He's also aware of the things Charles is saying, like suffering, and emotional distress, and, above all, experienced, as in used to it. He's feeling slightly nauseous.

"So what you're saying is that you can handle the pain better, and therefore it's not as bad for you?" He asks, harshly again, but rather sure that Charles won't misunderstand him, not if he's telling the truth.

Charles hesitates, searching Erik's eyes for something Erik can't name. Then he nods again.

"The mind is a muscle, just like Sean's voice," Charles says easily. "And mine is very well exercised, dear friend."

Carefully, Raven slips out from under Charles' head and places it on a pillow. She walks towards Frost and Erik slowly, controlled, her agitation only visible in the way her form flickers and blurs.

"Fix him," she demands, her voice a growl. "Fix him now!"

She changes, from blue to blonde, from girl to boy, is a woman Erik has only seen in pictures scattered around the house, is a finely dressed man with a cruel face, is Charles, his blue eyes burning with a hate that is entirely unnatural on that face.

And then she's Shaw, a smile playing around his thin mouth, and the form is rock solid, perfect, and Erik can feel his own anger being fuelled by that face.

"Fix him," Raven/Shaw says. "Or I'll rip you apart."

Frost actually flinches.

"I can't," she whispers. "I couldn't hope to shield a mind such as his. A surprise attack was barely enough to get through his defences, and that only worked because he's exhausted – but to contain his powers? I'd drown in them!"

"Are you sure?" Erik asks, coldly, refusing to give in to the horror he feels. "Because you're not making a very good case for keeping you alive."

He moves. Metal screeches. She pales.

"I can't," she says again, the knowledge of death in her eyes. "I can't!"

Raven hisses in frustration, but Erik refuses to lose control. Someone has to keep them together, and Charles isn't there anymore to do it.

I knew it couldn't last, he thinks desperately, but aloud he says: "Then you'll die."

He clenches his fist. Frost closes her eyes.

But suddenly there's a new voice in the room, high pitched and talking very fast, and Erik whirls around to see Charles sitting upright, eyes open wide but unseeing, and he's talking, but it's not his own words he's using.

"He took me away," he whispers. "Shaw took me from my mother when I was just a little girl, and it shouldn't have happened, I was just a child, he shouldn't have… Mama, Mama, es tut mir so leid, aber ich konnte sie einfach nicht bewegen… Do you even know what it feels like, walking these corridors every day with shoes that are too tight?… Sometimes I wish the whole word was blind, so that they couldn't see I'm blue… You're a monster, son…"

His voice rises even higher, then, into a keening wail of sorrow and pain that makes the hairs on Erik's neck rise.

"You're a monster, sitting inside my brain, eating me up, and I know what he does to you, and you deserve it… no, no, NO!"

And suddenly Charles is standing on his feet, trembling wildly, but his eyes are clear and so very, very blue.

"You don't get to do this to me, Frost," he snarls, and Erik wants to duck away from the blaze of power his friend is. "You don't get to win where even my mother failed! There may be a thousand voices screaming in my head right now, but I still know who I am. Can you say the same of yourself?"

Emma Frost is very quiet. There's awe in her eyes.

"I had to," she says.

Charles is shaking wildly now, but his concentration is fixed on her.

"You leave me no choice," he whispers, and after a moment, Frost nods.

"Do it. It will be a relief."

She says it very clearly, and when Charles raises trembling fingers to his head, she doesn't look away.

Charles moans in pain. Drops to his knees. Closes his eyes.

"I wiped her mind. She's… not that person anymore. Raven… I… Why does he do this to me? I've born him three sons and he cheats on me with that slut? … I can stop as soon as I want to, I don't need this, I'll just have one more drink… Why do they never tell you that dying hurts so fucking bad?… Raven… Ich kann ihre Asche auf meiner Haut spüren, wann immer ich die Augen schließe… Raven, please!"

She's sobbing, but Raven's hands are steady as she knocks him out just the right way, not too hard, not too soft.

As if she's done it a hundred times before.


Mama, Mama, es tut mir so leid, aber ich konnte sie einfach nicht bewegen = Mom, Mom, I'm so sorry, but I just couldn't move it

Ich kann ihre Asche auf meiner Haut spüren, wann immer ich die Augen schließe = I can feel her ashes on my skin whenever I close my eyes


The title of this story derives from the following poem:

The apparition of these faces in the crowd

Petals on a wet, black bough.

Ezra Pound (In a Station of the Metro)

For a discussion of its interpretation (and some of the reasons why I named my story after it) go and read the good Wikipedia-article on it!


The next chapter will be updated in a week and feature lots of worried X-Men, an almost mad Erik and a trip through Charles' memories.

Review, please!