A/N: Hey, all! This one-shot is me testing the waters. First Class absolutely blew me away, and my muse snatched up Erik and Charles and ran with them. This is my first X-Men piece, so any mistakes are mine and mine alone. Please don't hesitate to let me know if I've gotten something wrong!

Oh, and this takes place at the Westchester mansion in the time they spent training.

Disclaimer: X-Men does not belong to me.


One night, he wakes panting and lathered in sweat, the remnants of a nightmare lingering on the edge of his consciousness. For a moment, he just lies there, staring at the ceiling and trying to catch his breath. All he remembers of the dream is flashes of gray and a suffocating terror, but his pulse is racing fast enough for him to guess that it had been one of Auschwitz, of horror and death and memories he thought he'd buried long ago. It has been years since he's had that dream.

He is afraid to close his eyes again, so he sits up and slips out from beneath the covers. Even in the darkness, the grandeur of the Westchester mansion still awes him. Charles, young professor, fellow mutant, owns this? Truly? Erik wonders why on earth any man would give this luxury up to help fight a war, unappreciated and unrewarded. Erik has his reasons; what are Charles'?

He takes a breath in the silence and heads for the door. He is entirely too restless to return to bed, so he steps out into the hallway and walks slowly down the dark corridor, listening to the calming sounds of the night. He never liked the dark when he was a child—the shadows hid too many things, and life in Germany at the height of the Nazi regime had taught him that bad things happened once the sun went down—but there is a certain peace to the night in Charles' mansion. Whoever is sleeping in the first door he passes snores like an animal. Someone in the next room is muttering in his sleep. Raven's room is next, he knows, because he's seen her come and go from it. He passes Charles' room, pauses, and hears nothing. Probably sleeping soundly like the rest of them. Good.

Silent in his bare feet, he heads down the stairs to the kitchen, hoping to raid the refrigerator for something to fill his stomach and take his mind off of his dreams.

Instead, he finds Charles sitting at the table in the dark, his back to the entryway. There is a half-empty bottle of whiskey sitting on the table, and Erik can just make out an empty glass in the professor's hand. Holding his breath, he hesitates in the doorway. He is curious but reluctant to disrupt the natural silence that has settled in the kitchen and around its sole occupant.

Of course, even though he is completely silent, Charles senses him anyway. "Come in," he says quietly, in that accent of his that makes him sound so cultured, so polite. "I could use some company."

Such a useful talent, Erik thinks as he crosses the room to the empty chair at the table. With it, it would be impossible to be ambushed.

Charles chuckles softly. "That is rather true. Although I haven't much experiences with ambushes, I'm afraid…with the exception of Raven's occasional bout of playfulness, of course." Then he frowns and says apologetically, "Sorry about that. I'll stay out of your head."

He's learning. Erik has only had to warn him off twice in the three days they've been here.

Charles cracks a smile. "Yes, Raven was quite adamant as a child that I keep my powers to myself. I learned quickly." Then he makes a face and apologizes again, "Sorry—I'm not too good at keeping my word, am I?"

No, he isn't. Having someone pry into his head, intentionally or not, is never a pleasant thought. But at the moment, Erik wants company more than he wants to keep his thoughts to himself, so he settles down at the table. Raising his hand, he pulls the metal mug on the counter towards him and pushes it towards Charles. "Give me a little, will you?"

The telepath obliges, filling both his glass and the mug with what remains of the whiskey. They raise their drinks with a silent toast and down them in companionable silence. The whiskey burns a welcome line down Erik's throat, and he lets out a quiet sigh, glancing over at Charles. For the first time, he notices that the professor looks more haggard and worn than he usually does, and that his eyes are slightly red-rimmed. He wonders if the telepath has been to bed at all.

"I can't sleep," Charles says, sipping his drink slowly. "In any case, I never sleep for long."

Erik's eyes narrow. "I thought I told you to stay out of my head."

Charles raises an eyebrow. "I was merely offering up information. I didn't take a peek inside that precious brain of yours."

His tone is light, full of friendly teasing. Somehow, this makes Erik relax minimally, the horror of the nightmare fading ever-so-slowly. He glances around the dark kitchen, rolling the mug between his hands. The whiskey plus Charles' presence have calmed him somewhat. He wonders what it is about the telepath that just expresses a natural ease, an unforced tranquility that seems to spread to anyone within his sight. But, Erik realizes, looking at Charles now, he doesn't look very tranquil at all.

"I'm sorry," Charles remarks into the silence. "I won't be very good company right now."

"That's all right." Erik reaches for the bottle of whiskey and manages a small smile. "This is enough."

Charles mimics his expression. "Indeed." He holds out his glass for a refill, and together, they drink again, Erik to wash away memories and Charles to do who-knows-what. Who knows what goes through the mind of Charles Xavier? Erik is curious: what drives a man like the professor to sit at the kitchen table alone in the middle of the night, drinking scotch whiskey in silence? Nightmares…can a man who lives in a house like this have nightmares? He can understand some of the others' fears, having seen where they've come from. Alex, from prison; Sean from his foster home; Angel from her less-than-desirable job. Even Raven, feeling outcast because of her physical mutation as opposed to Charles' mental one. But Charles Xavier? What sort of nightmares does a man of luxury have?

Suddenly, Charles winces and reflexively reaches for his temple. He aborts the motion quickly and smoothes out his expression, but not fast enough for Erik to miss it. Erik raises an eyebrow inquisitively, and Charles shakes his head. "It's nothing."

"Those, my friend," Erik replies, marveling in how easily those words come, my friend, "are the words of a man who is far from fine."

There is a beat of silence before a tired smile spreads across Charles' face, and he concedes, "I suppose so."

But he doesn't offer an explanation, so Erik sits back in frustrated silence, curious but content to let Charles do the talking, if he wishes. Erik won't go begging for answers if the telepath doesn't want to give them. He resolves to let it pass.

But not even a minute later, Charles closes his eyes in obvious pain and raises his fingers. "I'm sorry," he says, his voice just a bit hoarse. "Give me a moment."

Erik watches him tensely, wondering if they're under attack. He hears nothing, but perhaps it's a mental blow that only Charles can feel and fend off. Looking at the telepath with his eyes closed in concentration and his fingers pressed to his temple, Erik wonders what on earth they would do if they didn't have him. Shaw has his mind-reader; it's only right—only safe—if they have theirs.

He's about ready to leap up and patrol the grounds, just in case, when Charles opens his eyes and lowers his hand, looking pale and exhausted. "Where were we?"

Erik gapes at him for a long moment. No, this isn't how it goes. Just because Charles can know anyone's secrets in a heartbeat doesn't mean he is allowed to be secretive like this. Or rather, because he sees far more than anyone else can, he should not be allowed to act all mysterious. He doesn't get to obviously suffer through…something and then ask oh-so-politely, "Where were we?" as if nothing has happened.

"You're upset," Charles observes, his brow furrowed.

"Oh, you can really tell that?" asks Erik sardonically. "Why don't you just look in my head and see why?"

The telepath frowns. "I wouldn't do you the discourtesy." Then he leans forward, elbows on the table, and says, "You want an explanation."

Erik fights the urge to scowl. "I thought you said—"

"I don't have to read your mind to know what's on it," Charles interrupts. Then he sighs and shakes his head a touch bitterly. "The problem with having a conversation with someone who knows what I am is that they always assume that I'm riffling through their thoughts as we speak. I may slip up sometimes, but I normally have excellent control. When you have reminded me more than once, please assume that I respect you enough to listen."

At that, Erik pauses, surprised at the annoyance in Charles' voice. The telepath is always so unruffled, so collected that it's difficult to imagine him even the slightest bit angry. But perhaps he has a right to be, with his actions questioned at every turn of a discussion. Erik can see how irritating that can be, and for the first time, he catches a glimpse of Charles' unshakeable patience.

Before Erik can answer, Charles sighs and pushes his glass of whiskey away. "Forgive me. I'm tired, and the drink isn't helping."

Erik shakes his head. "No, it's fine. But I do want an explanation for what just happened."

Charles nods, looking more resigned than anything else. "I would expect nothing less. It isn't very pleasant though."

"Very few things are," Erik says, a bit more darkly than he intended. But Charles doesn't seem to note his grim tone; he just nods pensively and reaches for his drink again. He's so silent, his gaze so far away, that for a moment, Erik thinks he won't answer.

"Alex isn't having a very restful night," Charles says suddenly, a hidden pain in his voice. He wets his lips with whiskey and doesn't look directly at Erik. "He dreams of prison, you know. Of his time in the orphanage. I'm afraid his experience with the other boys was less than happy."

For a moment, Erik simply sits there in stunned silence. Then, trying to ignore the implications of what he's just learned, he forces himself to take a deep breath. "What…you can see dreams?"

"I see everything that happens within the human mind," Charles answers, looking weary beyond his years.

Erik swallows hard. "What happened to not invading privacy?"

"People have only so much control over their thoughts when they're awake," Charles explains patiently. "Imagine when they're asleep, unconscious, with no ability to shield their minds even if they wanted to."

Erik finds himself surprisingly indignant on behalf of the others—or maybe he's just angry that Charles, who already knows everyone's waking thoughts, is privy to their every nightmare as well. Is there anything that can be kept private? Is nothing safe from the telepath's roving mind?

"You know better," he says, trying to keep from sounding too accusing. "You could…"

Instead of offense, tired amusement spreads across Charles' face. "I could do what? Keep from reaching out with my power? I don't think you understand exactly how this works, my friend. I can only keep so much out. When their minds up there—" he looks to the ceiling, where the children are slumbering above their heads "—are projecting as loudly as they are now, there's not much I can do." His eyes are pained as he glances briefly at Erik before pouring what little whiskey is left from the bottle to his glass. "But that's all right. I can handle it."

With that knowledge, the whole situation takes on a new level of meaning. Charles isn't down here because he is restless or hungry. He's down here because he feels everyone's nightmares whether he wants to or not, and that is unfathomable. Erik had been left shaking and sweating from his dream alone; how does Charles act so normal under the weight of all of them?

As Charles holds his glass in one steady hand, Erik looks at him with new respect. Sometimes, it seems like he hardly knows the professor at all. Every day, he learns new things that make him revel in the telepath's strength, in his easy smile, in his unfailingly vibrant personality. How does he suffer these private pains and still have the fortitude to do that?

"It's all right, Erik," Charles says gently, with a small smile. "You must remember that I've had years to deal with this. It isn't even much of an inconvenience anymore."

"Little to no sleep, nightmares other than your own—an inconvenience," Erik says dryly. "I should say so."

Charles' smile widens, but it is forced. "You have your tricks, I have mine."

"Does that mean…" Erik hesitates, not sure if he wants to know the answer or not. The telepath could always lie, of course, and he wouldn't know it at all. But Charles has been honest with him so far tonight—or as honest as he can tell—and he decides that he needs to know this at least. So he licks his lips and studies the tabletop instead of Charles' too-blue eyes that see too much. "Does that mean you saw…earlier? In my head?"

The question is met with a very soft sigh, and Erik knows the truth. Charles looks away, out the window over the sink into the darkness beyond. His fingers are clenched around his now-empty glass, the knuckles whitening. Erik studies him for a moment before glancing away, not wanting to see the sorrow—or worse, the pity—on his friend's face.

"Yes," Charles answers quietly, his voice full of unutterable sadness. "Forgive me. I tried not to, but…your thoughts are even louder in sleep than they are during the day." He offers a weak smile. "If you would rather I hadn't…"

Erik finds himself shaking his head before he even makes a conscious decision to reply. "No. It's all right. I suppose you knew already."

Charles closes his eyes. "Not like that. Knowing is one thing. Living through it…" He takes a trembling breath and lets it go. "What happened to you is inexcusable. For all you and your family went through, I'm so very sorry."

There's no pity in his voice, only grief and sadness, almost as if he understands. And he does understand, Erik realizes. He understands as well as anyone who lived through those horrors can. As much as it pains Erik that his friend has seen this, felt this, he is somehow unspeakably relieved that someone else understands him and why he is who he is. That is what a friend is, isn't it? Someone who understands your deepest fears, your darkest secrets, and still consents to keep you close.

He realizes that he values Charles Xavier far more than he thought he did. His friend, his partner, one of his only allies.

The one who knows him best.

He lets out a shaky breath himself. "That was a long time ago."

"Not for you," Charles says knowingly. He shakes the bottle of whiskey, finds it empty, and stands. Taking his glass to the sink, he stands there for a moment, a shadow in the darkness wrapped in silence. Erik looks at him and wonders how those shoulders are set so straight and proud when the weight of the world rests on them.

"You should go back to bed," Charles says eventually. "We're going to have a long day ahead of us tomorrow. Shaw draws closer to his objective every day, and we need to be prepared."

Erik doesn't move from his seat at the table. "And you?"

"I'm not tired."

"The hell you aren't. If you collapse tomorrow during training, it isn't going to help anyone."

Charles turns, an indulgent smile on his face. "This isn't the first night this has happened, Erik. I'll be fine."

"If you stay up," Erik replies resolutely, "then I do too."

For a moment, something unreadable flashes through Charles' eyes. Then something close to affection suffuses his expression and he says, "Thank you, my friend, but that isn't necessary."

"It is," Erik answers firmly. Then he averts his gaze and adds, "Besides, I'm not sure I want to go back to sleep. Those…memories have a nasty habit of showing up in my dreams."

"Yes, they do, don't they?" Charles murmurs, and Erik has to wonder whether or not the telepath is reading his thoughts. Then Charles raises his fingers to his head and says, like he'd said earlier that day, "Would you mind if I…?"

Wondering what he means to do, Erik shakes his head. A second later, he feels Charles' warm consciousness surrounding his, reaching and delving without openly intruding. He holds his breath as Charles makes his painstaking way through his head…and then something happens.

He doesn't know what it is, exactly, but abruptly he feels…better. Safer. More at peace than he's felt in years.

A small gasp escapes him, and he can feel that his eyes are wet. "What…what did you just do?"

Charles smiles, and it is brighter than the sad smile he's been sporting all night. "I shut away the memories. It's a temporary fix, but it should hold for a few days. I could make you forget them entirely, but…" He shrugs. "Experience makes a man, isn't that right? Unless you'd want me to erase them, of course."

As much as he wants to forget what happened in his childhood, Erik shakes his head. No, these experiences are a part of him, have helped shaped him more than anything. Without them, he would be someone else entirely. Besides, Charles has given him so much already. First the memory of his mother that afternoon, then this momentary peace. He doesn't need anything more.

Thank you, he thinks as loudly as he can. By the widening of Charles' smile, he imagines the telepath hears it.

"Any time, my friend," Charles says, and Erik thinks that Charles must be the kindest man he has ever known.

He closes his eyes briefly and breathes in this silence, this peace. It may not last, it may not be the best solution, but it is more than anyone has ever done for him since the horrors of the world war. Gratitude swells up in him until he feels like he might burst with this fondness and friendship he has never felt for anyone.

There must be something he can do in return. He looks at the dark circles under Charles' eyes and the stiffness in his posture, feeling a strange, stirring pity for this man who gives so much and receives so little. He wants to repay Charles somehow for his gift, but how? What does he, Erik Lehnsherr, damaged soul of Nazi Germany, have to offer?

"It is a small matter," Charles says. "Think nothing of it." With a certain stiffness in his movements that comes from remaining in one place too long, he points upstairs and adds, "You can sleep in peace."

And then Erik thinks, this is something he can do. He has known what it is like to suffer alone, and he knows without a doubt that any distraction, any company is welcome. So he remains firmly seated and allows himself a small smile. "No, I don't think I will. Go to bed, I mean."

"Erik…"

He levels a steady look right back at the telepath. "Charles…"

They engage in a silent battle of the wills as they lock eyes, but Erik sees right away that he will win. Charles' eyes, usually bright and quick, are dulled with exhaustion and brittle control. Besides, Erik has never been one to back down from any fight, and this is no different.

He's right, of course; Charles looks away first with a slight grin. "All right. I can't stop you."

Actually, he can. But he won't, and for that, Erik is grateful. At least he can do this one thing for Charles.

A moment later, the telepath winces again and presses fingers to his head.

"Alex again?" Erik asks quietly.

Charles shakes his head and answers shortly, "Sean. That boy has lived through more than we know." Then his brow furrows as he concentrates on something Erik can't see. A couple of minutes pass, and then Charles lets out a soft sigh and lowers his hand. "He'll sleep better now."

Is this what Charles does every night? Erik wonders. Does he monitor their dreams and then smooth them out, giving them a night of quiet without their knowledge? Another time, Erik might have felt violated at the idea of someone thumbing through his dreams, his most intimate fears. But Charles has given him and the others something wonderful.

So he says casually, "Do you play chess?"

For the first time that night, Charles looks startled. "What?"

"Chess," Erik repeats. At Charles' surprised expression, he teases, "You know, it's a game with black and white pieces with the objective of capturing the enemy's king."

"Yes," the telepath answers with a fleeting grin, "I play chess. Why do you ask?"

"Because I find that it's a pleasant way of passing time." Erik rises and glances toward the study. "Where do you keep your playing board?"

Charles gives him an inscrutable look for a long moment before nodding his quiet assent and heading for the stairs. "In my office on the third floor. To tell you the truth, it's quite dusty. Raven hasn't the patience for the game, so I haven't played in a while."

"Neither have I," Erik admits, following him up. "But I've wanted to play for weeks now." And of course, as distractions go, chess is never a bad option.

Turning on the stairs, Charles flashes him a quick smile, almost as if he'd caught that last thought. Erik tries to determine whether or not the telepath had been taking a peek in his head, but it's impossible to tell. He sighs and figures he'll never really know.

And, strangely enough, he's not as disturbed by that as he should be.