Author's Note: Just saw First Class and thought it was the most amazing X-men produced yet. And there were a few scenes that stuck out to me, this being one of them. I just wish that the film had showed a little more than what they did in the scene between Raven and Erik.

Anyways, I made up my own. I included some background into what was going through Erik's mind. I would love to add more, but i'll be spoiling this-please READ and REVIEW. Thanks!

Disclaimer: I do not own Erik or Raven or X-men. I never will.

SPOILER ALERT: do not read if you have not seen X-men: First Class

"Well, this is a surprise," Erik said, stopping at the entrance to his room. He did have to admit, he certainly wasn't expecting to find a certain Miss Raven Darkholme lying, presumably unclothed, on his bed. She looked at him stoically as he closed the door, locking it silently, should someone walk in and jump to-ah-rather, unbecoming conclusions.

"The nice kind?" Raven replied innocently, widening her eyes slightly as he walked around the bed to the other side of the room. She twisted around to face him. A number of thoughts jumped through his mind:

He didn't answer that question, although he would love nothing more than to answer her that. Erik wouldn't deny it-from the moment he saw her he thought she was beautiful, both her human form and her natural sapphire skinned form. He had listened to her as she spoke of her insecurities to the young scientist, Hank. He listened and he also understood where she was coming from. Of course, however, he told himself he was Charles' friend, and that is the reason he interrupted Hank and her kiss- that Charles would have done the same. But once again- he could not lie to himself. He knew the real reason was that he was starting to find himself attracted to this young, insecure, yet strong adult woman.

However, it wasn't until he saw her in her natural skin that he considered her more than beautiful- even exquisite. He had been walking down the mansion halls, intending on finding the scientist, Hank McCoy, to warn him off about the so called cure, when he sensed a large mass of metal moving. He had quietly opened the door and was not surprised to find Raven lifting weights. He remembered how she jerked in response to his levitating the weights above her. "If you're using half your energy on something, then you're only half concentrating on the task at hand.". He paused while she gazed at him, taking that in. His eyes flickered to the weights and he relinquished control. He watched in concealed delight as she gasped in surprise and brought her hand up the meet the weights, forgetting to keep her human form. That lovely blue skin and the sapphire scales covered her body, and she looked at Erik in surprise and amazement. "just saying something that may save your life." he responded simply. "You want society to accept you, when you can't even accept yourself." She had merely gazed at him silently.

Erik recalled how he had moved as if to turn around, but let his eyes linger a fraction of a second longer than usual. She hadn't seemed to notice.

Erik blinked, snapping back into the present. Less than a second had passed, during which those memories darted through his mind. He still had not answered this exotic woman's question, and chose to say, rather harshly, "Get out, Raven. I want to go to bed. Maybe in a few years." He turned around to give her time to leave, but heard a peculiar sound-rather like a stack of cards being shuffled. "How about now," she asked in a slightly deeper voice. Vaguely curious, he turned around to find her still in his bed, but a slightly older form of her human mask. He sighed softly. "I prefer the real Raven," he said, gazing at her.

Blue scales plated her skin briefly as she turned back to the twenty-one year old Raven.

Erik repeated in a more firmer and slightly demanding tone, "I said, the real- Raven." She hesitated, and broke eye contact as she complied with his order. Blue skin and lapis scales replaced the pale, smooth skin of her adopted human facade. He watched as she watched the Shapeshifting occur, starting at her fingertips and rippling across her body to her hairline. At the completion of this last transformation, Erik noticed a dismayed countenance on her features. Her eyes were closed.

It struck him like a ton of bricks- why she was here, in his bed, trying to seduce him. She was so insecure about her natural skin- she wanted to feel beautiful. Erik did not need to be a psychic to know her thoughts. She wanted him to make her feel beautiful, and she most definitely could not feel that way in her natural form.

She really was, he reflected briefly, quite riveting.

"Per-fect-ion," he said softly, his eyes flickering across her body.

She sighed, upset and disappointed. "Will you hand me my robe?" she asked. She knew that her scaled blue body was no turn-on in any sense of the word. No doubt he would not wanted her in his room anymore. She moved as if to get off the bed.

But Erik denied her. "No," he said firmly but softly. "You don't need to hide."

He stepped towards her and sat on the edge of the bed. "Have you ever looked at a tiger and thought you ought to cover its stripes?" he asked her softly, his cool grey eyes glittering in the dimmed lights. Her own topaz eyes flashed, still upset and anxious. "No, but-" She didn't quite get the metaphor, but he continued.

"You really are," he said softly, holding her tawny gaze, and trying to reaquire it when she broke eye contact nervously, "an exquisite creature, Raven. All your life, the world has tried to tame you." She looked back up at him.

"It's time for you to break free," Erik finished in a whisper. He leaned into her and she him, and he watched her eyes flicker close. Erik closed his own and brought his hand against her scaled neck, caressing the skin delicately as they kissed softly. Her eyelashes fluttered faintly against his cheek and he felt her bite down on his lower lip softly.

He moved towards her, bringing his other hand around to pin on her shoulder as he pushed her down to the bed. He felt her move desperately to push the covers and blankets out of the way, but he grasped her wrist in his other hand and pinned that one down as well. Closing his eyes tightly, he pushed himself off her, breaking the kiss.

"What is it?" she asked breathlessly, opening her eyes. They were both panting. Her eyes flashed worriedly, "Is something wrong?"

He leaned over her, keeping her pinned to the bed as he fought to keep his control. "Raven," he rasped. "As much as I would love to show you quite how beautiful and riveting you are, I can't. Not now. Not here."

She turned her head to the side, looking away from him and fought to move her arms. "Fine," she said coldly. "I see how it is. You, too, can't endure the idea of me."

He narrowed his eyes and shook her a little. "You aren't getting it, are you, Raven?" he growled. "You are absolute, complete perfection. This body, this person, is enchanting. You are magnetic,"-he purred the word "-to me, and no doubt, many more than me."

"And yet," she said with a trace of a snarl, "you still throw me out-no, no-hear me out before you say another word!" she hissed when he opened his mouth to reply. "Do you know, Erik, that I've never slept with anyone? That whenever I lose control of my facade, men run away screaming? That whenever I reveal myself to someone who I am sure would understand, they back away in repulsion? Of course not, Erik," she continues as his eyes widen an infinitesimal amount. "Because despite the fact that you, too, are a mutant, you look normal," she relished the word, "while I actually look like a freak." She paused, breathing heavily. She struggled against his restraining hands, but could not escape his iron grip.

"Get off me." She ordered him when he didn't move.

"Is that what you want," he asked in a low voice. "Is that what you want? Because it shouldn't be."

She looked at him, confused.

"If what you want is for me to make love to you to feel normal," he said angrily, "then you might as well take that so-called cure that your scientist boyfriend created--" he saw her lip curl at this- "because when you wake up tomorrow, you'll find that you still look the same and that nothing has changed. You will still be in that ravishing-" He lingered over the word, - "blue skin of yours, humans will still fear us, and you will still feel the need to hide from human society." He paused and leaned down to touch his lips to her cheek. "You need to leave now," he murmured softly. "Tomorrow we go to Cuba, and you need all your energy and rest-something you most certainly will not find here," he added thoughtfully.

He moved off of her, releasing her wrist and shoulder from his superior strength. He got off the bed, and stood at the window as he heard her moving behind him. It was dead silent. Erik shut his eyes and waited until he felt her hands on the metal doorknob.

As soon as she touched it, he turned back around. "Raven," he breathed softly, advancing towards her. She watched him silently, her tawny gaze hard and defiant. He backed her against the wall and took her cheek in his palm. He watched as a tear slid down her cheek, bringing his lips to hers in a brief but tender kiss on the corner of her mouth. He wiped the remainder of her tear from her cheek, running the pads of his fingers over the raised texture of her scales.

"I meant what I said," he said lowly. "That you really are an exquisite, riveting, beautiful, enchanting, perfect, and magnetic woman. But I can't do this to you. I don't feel that you really aren't emotionally prepared for this. I'm not going to make love to you for one night and then leave you to face the consequences-that, in fact, you still look the same in the morning. Do you understand?"

She nodded, opening her eyes again.

He let go of her cheek and stepped away from her, letting her take her leave from him. He flicked his fingers and the door unlocked itself.

She gave him an indecipherable look before leaving the room.

Author's Note: Hope you enjoyed! I did not include any smut because at this point, I didn't see that happening. Later on in their relationship, certainly so. But for now, I see Erik Lensherr as being sincere and sympathetic to her insecurities, and as such, he would not have wanted to take advantage of her. But that's just me-and we all know how Mr. Lensherr turns out by the third movie.

Please READ and REVIEW. If I get enough reviews I may be so inclined to continue. Not sure yet if I want it to be a one-shot or not. Thanks so much!