For the record I don't own X-men: First Class or any of X-men franchise, sadly.

Also this is my first fanfiction, so please be gentle!

A special shout out goes out to tesselation for all of her help!

December 9, 2011, New York City

A young woman walked down the dark streets of New York City carrying three different bags, trying to look as unassuming as possible. People walked past her not noticing how quickly she walked as if she was trying to get away from something or someone. If they had looked closer they would not have seen a woman struggling with bags down the street, but a woman who had just escaped mental and emotional trauma. There had been some physical abuse, but it would never show, her body would never allow it. It never did. Her thoughts soon turned to what she had just left. She was just lucky he had been at work instead of at their, correction his apartment. If he had been she would never had been able to get out.

'Of course I couldn't have figured out where I was going before I packed.' She thought bitterly as she shrugged one of her bags over her shoulder. She trudged down the street when her hearing aid picked up a noise. She stopped and listened following the noise to an alley. She silently gagged as the scent of rotten garbage filled her nostrils. Quietly the woman poked her head around the alleyway to see three men arguing about something loudly. Just as she was pulling her head back the woman heard a faint whimper. She turned her head and saw a small girl, no older then five hiding behind the trashcans looking at the men. Her hair was matted and dirty, her eyes full of fear. Quickly the woman bent down and crept into the alley. The girl looked up as the woman put a finger to her lips and picked her up. The child held on tightly as she was taken to the curb. The woman quickly grabbed her things and started running. Immediate shouts and footsteps were heard as the pair took off. The men were quickly gaining on them.

'Please let us get away safely' the woman thought as she continued to run. A gunshot was heard and she immediately covered the girl and in the last minute held her hand up as if shielding herself. She waited for the bullet.

It never came.

She looked up and saw the sidewalk folded like an accordion, blocking the bullet. She looked at her hand, shocked

'Did I do that?'

She then quicklyflicked her free hand at the concrete. It flattened immediately, bringing some of the men falling down when it did. If she wasn't trying to save a little girl, she probably would've laughed. The last man quickly stood up and began the chase again. The woman continued to run.

"I'm scared!" the girl choked out the woman looked behind her to see the man still running. Suddenly an idea came to her and she skidded to a stop. As the distance between them decreased she focused on how close he was getting, wanting to stop him. A gust of wind came out of her hand blowing the man backwards about fifty feet in the air, causing him to hit head and knocking him out.

They started to run, but as they did the woman caught a glimpse of the face of their unconscious pursuer. She gasped silently in horror, realizing how similar he looked to the little girl hiding in the crook of her shoulder. She continued to run and the girl continued to cry.

Without warning there was a bright light and the woman held the girl tightly as they were quickly sucked in. Then everything faded to black.

December 9,1963 The Xavier Mansion, New York

Charles wheeled himself out onto the snowy patio as he watched Hank, Alex and Sean set up Christmas decorations outside. They were arguing about what should go where and Charles smiled brightly. After Raven and Erik left the house had become melancholic. Banter was forced and everyone had basically gone through the motions. It had made Charles a little sad, but he had to respect Raven and Erik's decision, even if he was unhappy about it. His smile slowly faded as he realized that not only was this his first Christmas in a wheelchair, but also his first Christmas without Raven. She had been his only family after all.

He began to frown as he looked down at his once mobile legs. When he had found out that he would never walk again he had been crushed. He would never be able to do what had in the past been so easy for him. When he had come home he moped around, he stopped training the boys and started to spend his days in his study, with a bottle of scotch.

It pained him to remember those dark times. It was when he would want to talk to someone, mainly Moira who had helped get back on his feet, so to speak. Of course it didn't help that he had to send Moira away and erase her memories, so it made him a little lonely despite only having feelings of friendship towards her. Since then he had not seen a woman, much less talked to one for a while and it made him antsy. As much as he enjoyed the guys they needed some estrogen to balance out all the testosterone in the house.

' Perhaps I need to consult Cerebro again' he thought to himself, Just as he was wheeling himself back into the house he heard "Hey professor!" he turned around to see Alex cloaked in several strings of Christmas lights trudging towards him. Charles began to chuckle loudly, as did Sean and Hank. Alex glared at all of them before his eyes landed on Charles

"We need another opinion about the lights." Alex said bluntly.

"As long it looks good and is easy to take down after the holidays it doesn't matter to me." Charles said looking at Alex. Alex shrugged and stalked back to the guys. They then began talking animatedly until Sean got bored and threw a snowball at Hank, which then lead Hank to pick up a much larger snowball and chuck it at Sean. Sean had quickly ducked causing the "ball" to knock Alex clean off his feet. Alex shook his head and with a playful "you're dead!" to both his teammates he took off running.

Charles watched the fight with a slight chuckle as he saw the changes that had gone on with his team since that day on they had been brought together. He first noticed Alex, who in the past would've just stared at those participating, rolled his eyes and walked away had become more extroverted and much kinder to his team (although some teasing went on of course.)

His gaze then turned to Sean, the ginger that had always had a joke up his sleeve had managed to tone down his pranks (It helped that after a prank with Hank's chemicals, Hank had threaten to split Sean apart.) he still pulled pranks, but they were always harmless, such as switching the salt and sugar.

He finally saw Hank the one who had changed, both physically and emotionally. After the experiment, he would hide in the lab, ashamed of what he looked like and depressed about Raven. But with some help from Sean and Alex, he began to come out of his shell again, even going as far as figuring out some upgrades to Cerebro and helping create some training technique for the team. He saw these boys-no these men-and had never been prouder.

Suddenly he heard a yelp and he was sent back into reality only to see Hank sticking Sean in a tree. Laughing the whole way he began to wheel himself towards them to intervene. A little while later the entire team sat around a fire sipping some hot chocolate. It had been quiet until Sean decided to break the silence.

"So do you think we might have any chicks here soon?" he asked in his slow, quiet tone everyone else looked at each other before looking at Charles. He cleared his throat before talking

"Well Sean I don't know if we'll get any female members anytime soon, but you never know." The team finished their drinks and went outside to goof off in the snow with Charles supervising.

Suddenly a large crack was heard and a large sphere dropped from the sky and flew into the forest. Suddenly a loud BOOM was heard. The team dropped the snow and quickly took off to investigate.